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Form 8.3 - American Axle & Manufacturing Holdings

18th Jun 2025 15:00

RNS Number : 4386N
Citadel Group
18 June 2025
 

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Citadel Group

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

AMERICAN AXLE MANUFACTURING HOLDINGS INC

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

N/A

(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

17 June 2025

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

YES

DOWLAIS GROUP PLC

 

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 

Class of relevant security:

Common Stock

ISIN US0240611030

USD 0.01 common

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,707,517

1.43

172,826

0.14

(2) Cash-settled derivatives:

 

477,704

0.40

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

989,600

0.83

1,002,300

0.84

 

TOTAL:

3,174,821

2.67

1,175,126

0.99

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

(b) Rights to subscribe for new securities (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a) Purchases and sales

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

Common

Buy Transaction

30

4.2150 USD

Common

Buy Transaction

100

4.2200 USD

Common

Buy Transaction

800

4.2231 USD

Common

Buy Transaction

131

4.2250 USD

Common

Buy Transaction

217

4.2261 USD

Common

Buy Transaction

1,050

4.2262 USD

Common

Buy Transaction

2,710

4.2262 USD

Common

Buy Transaction

171

4.2294 USD

Common

Buy Transaction

95,908

4.2300 USD

Common

Buy Transaction

1

4.2308 USD

Common

Buy Transaction

1,573

4.2311 USD

Common

Buy Transaction

1

4.2329 USD

Common

Buy Transaction

442

4.2350 USD

Common

Buy Transaction

21

4.2358 USD

Common

Buy Transaction

9,958

4.2385 USD

Common

Buy Transaction

750

4.2387 USD

Common

Buy Transaction

200

4.2400 USD

Common

Buy Transaction

989

4.2432 USD

Common

Buy Transaction

600

4.2433 USD

Common

Buy Transaction

900

4.2500 USD

Common

Buy Transaction

700

4.2514 USD

Common

Buy Transaction

21,508

4.2519 USD

Common

Buy Transaction

442

4.2535 USD

Common

Buy Transaction

2,160

4.2537 USD

Common

Buy Transaction

846

4.2545 USD

Common

Buy Transaction

1,991

4.2550 USD

Common

Buy Transaction

4,214

4.2569 USD

Common

Buy Transaction

2,761

4.2600 USD

Common

Buy Transaction

229

4.2606 USD

Common

Buy Transaction

261

4.2612 USD

Common

Buy Transaction

1,393

4.2616 USD

Common

Buy Transaction

2,975

4.2618 USD

Common

Buy Transaction

574

4.2619 USD

Common

Buy Transaction

6,019

4.2650 USD

Common

Buy Transaction

1,732

4.2655 USD

Common

Buy Transaction

741

4.2671 USD

Common

Buy Transaction

1,135

4.2673 USD

Common

Buy Transaction

2,285

4.2674 USD

Common

Buy Transaction

926

4.2680 USD

Common

Buy Transaction

475

4.2694 USD

Common

Buy Transaction

1,539

4.2700 USD

Common

Buy Transaction

642

4.2712 USD

Common

Buy Transaction

974

4.2713 USD

Common

Buy Transaction

627

4.2715 USD

Common

Buy Transaction

346

4.2716 USD

Common

Buy Transaction

2,382

4.2731 USD

Common

Buy Transaction

607

4.2736 USD

Common

Buy Transaction

646

4.2752 USD

Common

Buy Transaction

800

4.2763 USD

Common

Buy Transaction

601

4.2799 USD

Common

Buy Transaction

200

4.2800 USD

Common

Buy Transaction

933

4.2818 USD

Common

Buy Transaction

39

4.2833 USD

Common

Buy Transaction

1,479

4.2835 USD

Common

Buy Transaction

296

4.2840 USD

Common

Buy Transaction

1,368

4.2845 USD

Common

Buy Transaction

674

4.2850 USD

Common

Buy Transaction

417

4.2865 USD

Common

Buy Transaction

500

4.2880 USD

Common

Buy Transaction

485

4.2895 USD

Common

Buy Transaction

3,792

4.2900 USD

Common

Buy Transaction

152

4.2910 USD

Common

Buy Transaction

4,892

4.2960 USD

Common

Buy Transaction

150

4.3000 USD

Common

Buy Transaction

217

4.3006 USD

Common

Buy Transaction

905

4.3055 USD

Common

Buy Transaction

236

4.3093 USD

Common

Buy Transaction

10,150

4.3100 USD

Common

Buy Transaction

1,630

4.3108 USD

Common

DVP Transaction

79,129

4.2300 USD

Common

DVP Transaction

1,004

4.2400 USD

Common

DVP Transaction

1,079

4.2872 USD

Common

DVP Transaction

500

4.2900 USD

Common

DVP Transaction

8

4.2950 USD

Common

DVP Transaction

545

4.2963 USD

Common

RVP Transaction

6

4.2283 USD

Common

RVP Transaction

79,129

4.2300 USD

Common

RVP Transaction

1,005

4.2400 USD

Common

RVP Transaction

3

4.2567 USD

Common

RVP Transaction

84

4.2777 USD

Common

RVP Transaction

12

4.2792 USD

Common

RVP Transaction

294

4.2814 USD

Common

RVP Transaction

149

4.2832 USD

Common

RVP Transaction

500

4.2900 USD

Common

RVP Transaction

372

4.2912 USD

Common

RVP Transaction

104

4.2929 USD

Common

RVP Transaction

92

4.2950 USD

Common

RVP Transaction

240

4.2950 USD

Common

RVP Transaction

24

4.2958 USD

Common

RVP Transaction

28

4.2968 USD

Common

RVP Transaction

100

4.3000 USD

Common

RVP Transaction

123

4.3054 USD

Common

Sell Transaction

2,128

4.2228 USD

Common

Sell Transaction

27

4.2250 USD

Common

Sell Transaction

103,497

4.2300 USD

Common

Sell Transaction

4,399

4.2305 USD

Common

Sell Transaction

1,033

4.2305 USD

Common

Sell Transaction

976

4.2305 USD

Common

Sell Transaction

18,796

4.2305 USD

Common

Sell Transaction

800

4.2306 USD

Common

Sell Transaction

636

4.2308 USD

Common

Sell Transaction

32

4.2316 USD

Common

Sell Transaction

6

4.2317 USD

Common

Sell Transaction

408

4.2317 USD

Common

Sell Transaction

21,282

4.2323 USD

Common

Sell Transaction

9,812

4.2325 USD

Common

Sell Transaction

960

4.2328 USD

Common

Sell Transaction

1,024

4.2330 USD

Common

Sell Transaction

655

4.2337 USD

Common

Sell Transaction

2,608

4.2346 USD

Common

Sell Transaction

21,824

4.2347 USD

Common

Sell Transaction

180

4.2350 USD

Common

Sell Transaction

215

4.2350 USD

Common

Sell Transaction

3,144

4.2351 USD

Common

Sell Transaction

82

4.2359 USD

Common

Sell Transaction

3,366

4.2367 USD

Common

Sell Transaction

365

4.2370 USD

Common

Sell Transaction

4,099

4.2377 USD

Common

Sell Transaction

122

4.2378 USD

Common

Sell Transaction

214

4.2386 USD

Common

Sell Transaction

332

4.2387 USD

Common

Sell Transaction

268

4.2390 USD

Common

Sell Transaction

15,779

4.2400 USD

Common

Sell Transaction

30

4.2417 USD

Common

Sell Transaction

29

4.2438 USD

Common

Sell Transaction

170

4.2438 USD

Common

Sell Transaction

1,207

4.2455 USD

Common

Sell Transaction

1,074

4.2465 USD

Common

Sell Transaction

1,370

4.2469 USD

Common

Sell Transaction

13,240

4.2470 USD

Common

Sell Transaction

118

4.2475 USD

Common

Sell Transaction

900

4.2478 USD

Common

Sell Transaction

871

4.2500 USD

Common

Sell Transaction

2,150

4.2500 USD

Common

Sell Transaction

31

4.2513 USD

Common

Sell Transaction

1,239

4.2546 USD

Common

Sell Transaction

5,300

4.2553 USD

Common

Sell Transaction

3,879

4.2559 USD

Common

Sell Transaction

440

4.2561 USD

Common

Sell Transaction

3

4.2566 USD

Common

Sell Transaction

7,238

4.2577 USD

Common

Sell Transaction

1,642

4.2579 USD

Common

Sell Transaction

3,317

4.2584 USD

Common

Sell Transaction

681

4.2617 USD

Common

Sell Transaction

482

4.2642 USD

Common

Sell Transaction

3,729

4.2643 USD

Common

Sell Transaction

962

4.2653 USD

Common

Sell Transaction

3,161

4.2695 USD

Common

Sell Transaction

3,126

4.2698 USD

Common

Sell Transaction

1,042

4.2700 USD

Common

Sell Transaction

626

4.2727 USD

Common

Sell Transaction

886

4.2740 USD

Common

Sell Transaction

100

4.2740 USD

Common

Sell Transaction

2,163

4.2748 USD

Common

Sell Transaction

200

4.2750 USD

Common

Sell Transaction

4,493

4.2752 USD

Common

Sell Transaction

700

4.2757 USD

Common

Sell Transaction

184

4.2786 USD

Common

Sell Transaction

100

4.2800 USD

Common

Sell Transaction

324

4.2830 USD

Common

Sell Transaction

287

4.2834 USD

Common

Sell Transaction

49

4.2839 USD

Common

Sell Transaction

412

4.2839 USD

Common

Sell Transaction

979

4.2852 USD

Common

Sell Transaction

1,900

4.2853 USD

Common

Sell Transaction

367

4.2872 USD

Common

Sell Transaction

312

4.2883 USD

Common

Sell Transaction

1,000

4.2890 USD

Common

Sell Transaction

11

4.2891 USD

Common

Sell Transaction

1,989

4.2893 USD

Common

Sell Transaction

118

4.2893 USD

Common

Sell Transaction

1,001

4.2900 USD

Common

Sell Transaction

1,788

4.2939 USD

Common

Sell Transaction

35

4.2951 USD

Common

Sell Transaction

81

4.2964 USD

Common

Sell Transaction

310

4.2968 USD

Common

Sell Transaction

11,953

4.2985 USD

Common

Sell Transaction

344

4.3000 USD

Common

Sell Transaction

72

4.3050 USD

Common

Sell Transaction

400

4.3075 USD

Common

Sell Transaction

11

4.3082 USD

Common

Sell Transaction

119

4.3083 USD

Common

Sell Transaction

1,978

4.3088 USD

Common

Sell Transaction

619

4.3100 USD

Common

Sell Transaction

415

4.3100 USD

Common

Sell Transaction

227

4.3105 USD

Common

Sell Transaction

5,318

4.3188 USD

Common

Sell Transaction

22

4.3191 USD

Common

Sell Transaction

1,000

4.3200 USD

Common

Sell Transaction

8,177

4.3271 USD

Common

Sell Transaction

10

4.3300 USD

Common

Sell Transaction

69

4.3380 USD

 

(b) Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

Common

CFD

Reducing long position

2,000

4.2400 USD

Common

CFD

Reducing long position

27,131

4.2461 USD

 

(c) Stock-settled derivative transactions (including options)

 

(i) Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

Common

Call Option

Buy Transaction

1

4.0000 USD

American

2025-Oct-17

0.8600 USD

Common

Put Option

Buy Transaction

11

6.0000 USD

American

2025-Jul-18

1.8400 USD

Common

Put Option

Buy Transaction

15

6.0000 USD

American

2025-Oct-17

1.9400 USD

Common

Call Option

DVP Transaction

1

4.0000 USD

American

2025-Oct-17

0.8600 USD

Common

Put Option

DVP Transaction

9

6.0000 USD

American

2025-Jul-18

1.7700 USD

Common

Put Option

DVP Transaction

11

6.0000 USD

American

2025-Jul-18

1.8400 USD

Common

Put Option

DVP Transaction

15

6.0000 USD

American

2025-Oct-17

1.8627 USD

Common

Put Option

DVP Transaction

15

6.0000 USD

American

2025-Oct-17

1.9400 USD

Common

Call Option

RVP Transaction

1

4.0000 USD

American

2025-Oct-17

0.8600 USD

Common

Put Option

RVP Transaction

9

6.0000 USD

American

2025-Jul-18

1.7700 USD

Common

Put Option

RVP Transaction

11

6.0000 USD

American

2025-Jul-18

1.8400 USD

Common

Put Option

RVP Transaction

12

6.0000 USD

American

2025-Oct-17

1.8617 USD

Common

Put Option

RVP Transaction

3

6.0000 USD

American

2025-Oct-17

1.8667 USD

Common

Put Option

RVP Transaction

15

6.0000 USD

American

2025-Oct-17

1.9400 USD

Common

Put Option

Sell Transaction

9

6.0000 USD

American

2025-Jul-18

1.7700 USD

Common

Put Option

Sell Transaction

11

6.0000 USD

American

2025-Oct-17

1.8600 USD

Common

Put Option

Sell Transaction

4

6.0000 USD

American

2025-Oct-17

1.8700 USD

 

(ii) Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

 

(d) Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

 

 

 

 

 

 

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c) Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

YES

 

 

Date of disclosure:

18 June 2025

Contact name:

Paula Santos

Telephone number*:

020 7645 9700

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1. KEY INFORMATION

 

Full name of person making disclosure:

Citadel Group

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

AMERICAN AXLE MANUFACTURING HOLDINGS INC

 

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Common

Call Option

Purchased

9,200

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-200

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,500

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-6,300

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,000

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

255,900

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-6,000

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,600

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

900

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

14,100

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-8,100

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-700

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-9,700

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-300

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-96,400

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

3,100

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,500

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

98,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-643,700

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-300

3.0 USD

 

American

 

17/07/2026

 

 

3. AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

 

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