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Form 8.3 - American Axle & Manufacturing Holdings

23rd Jul 2025 15:00

RNS Number : 2685S
Citadel Group
23 July 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

22 July 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:

1,671,021

1.40

219,235

0.18

(2) Cash-settled derivatives:

 

569,589

0.48

0

0.00

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

194,600

0.16

625,200

0.52

 

TOTAL:

2,435,210

2.05

844,435

0.71

 

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

200

4.5800 USD

Common

Buy Transaction

2,012

4.6000 USD

Common

Buy Transaction

16

4.6006 USD

Common

Buy Transaction

7,388

4.6010 USD

Common

Buy Transaction

1

4.6015 USD

Common

Buy Transaction

543

4.6040 USD

Common

Buy Transaction

418

4.6052 USD

Common

Buy Transaction

500

4.6080 USD

Common

Buy Transaction

80

4.6100 USD

Common

Buy Transaction

633

4.6173 USD

Common

Buy Transaction

846

4.6200 USD

Common

Buy Transaction

3,424

4.6238 USD

Common

Buy Transaction

3,100

4.6265 USD

Common

Buy Transaction

1,144

4.6300 USD

Common

Buy Transaction

21

4.6305 USD

Common

Buy Transaction

3,333

4.6306 USD

Common

Buy Transaction

15,000

4.6316 USD

Common

Buy Transaction

1,725

4.6329 USD

Common

Buy Transaction

547

4.6331 USD

Common

Buy Transaction

600

4.6333 USD

Common

Buy Transaction

600

4.6342 USD

Common

Buy Transaction

351

4.6344 USD

Common

Buy Transaction

173

4.6346 USD

Common

Buy Transaction

11,800

4.6390 USD

Common

Buy Transaction

3,612

4.6400 USD

Common

Buy Transaction

105

4.6405 USD

Common

Buy Transaction

600

4.6417 USD

Common

Buy Transaction

1,213

4.6430 USD

Common

Buy Transaction

550

4.6436 USD

Common

Buy Transaction

3,300

4.6445 USD

Common

Buy Transaction

3,588

4.6446 USD

Common

Buy Transaction

3,649

4.6446 USD

Common

Buy Transaction

4,455

4.6469 USD

Common

Buy Transaction

1,984

4.6470 USD

Common

Buy Transaction

1,841

4.6481 USD

Common

Buy Transaction

2,796

4.6482 USD

Common

Buy Transaction

4,832

4.6500 USD

Common

Buy Transaction

6,103

4.6506 USD

Common

Buy Transaction

10,232

4.6507 USD

Common

Buy Transaction

4,100

4.6529 USD

Common

Buy Transaction

7,569

4.6533 USD

Common

Buy Transaction

6,488

4.6560 USD

Common

Buy Transaction

2,201

4.6564 USD

Common

Buy Transaction

764

4.6568 USD

Common

Buy Transaction

1,700

4.6582 USD

Common

Buy Transaction

599

4.6583 USD

Common

Buy Transaction

4,237

4.6585 USD

Common

Buy Transaction

4,500

4.6589 USD

Common

Buy Transaction

120

4.6590 USD

Common

Buy Transaction

7,016

4.6599 USD

Common

Buy Transaction

5,000

4.6600 USD

Common

Buy Transaction

4,773

4.6622 USD

Common

Buy Transaction

5,443

4.6635 USD

Common

Buy Transaction

751

4.6644 USD

Common

Buy Transaction

1,668

4.6646 USD

Common

Buy Transaction

840

4.6657 USD

Common

Buy Transaction

629

4.6662 USD

Common

Buy Transaction

14,591

4.6663 USD

Common

Buy Transaction

885

4.6666 USD

Common

Buy Transaction

1,831

4.6670 USD

Common

Buy Transaction

1,835

4.6675 USD

Common

Buy Transaction

2,365

4.6689 USD

Common

Buy Transaction

805

4.6690 USD

Common

Buy Transaction

537

4.6698 USD

Common

Buy Transaction

1,100

4.6700 USD

Common

Buy Transaction

98

4.6705 USD

Common

Buy Transaction

954

4.6705 USD

Common

Buy Transaction

300

4.6717 USD

Common

Buy Transaction

9,052

4.6719 USD

Common

Buy Transaction

1,573

4.6728 USD

Common

Buy Transaction

3,784

4.6737 USD

Common

Buy Transaction

790

4.6750 USD

Common

Buy Transaction

2,126

4.6775 USD

Common

Buy Transaction

463

4.6779 USD

Common

Buy Transaction

4,555

4.6788 USD

Common

Buy Transaction

5,390

4.6790 USD

Common

Buy Transaction

105,389

4.6800 USD

Common

Buy Transaction

10,075

4.6807 USD

Common

Buy Transaction

8

4.6813 USD

Common

Buy Transaction

603

4.6835 USD

Common

Buy Transaction

64

4.6850 USD

Common

Buy Transaction

2

4.6856 USD

Common

Buy Transaction

5,641

4.6900 USD

Common

Buy Transaction

466

4.6915 USD

Common

Buy Transaction

753

4.6937 USD

Common

Buy Transaction

450

4.6952 USD

Common

Buy Transaction

4,115

4.7000 USD

Common

Buy Transaction

310

4.7006 USD

Common

Buy Transaction

255

4.7093 USD

Common

Buy Transaction

1,562

4.7095 USD

Common

Buy Transaction

15

4.7100 USD

Common

Buy Transaction

92

4.7111 USD

Common

Buy Transaction

101

4.7111 USD

Common

Buy Transaction

698

4.7111 USD

Common

Buy Transaction

154

4.7150 USD

Common

Buy Transaction

3,251

4.7200 USD

Common

Buy Transaction

557

4.7233 USD

Common

Buy Transaction

18,373

4.7248 USD

Common

Buy Transaction

10

4.7260 USD

Common

Sell Transaction

1,000

4.5600 USD

Common

Sell Transaction

4,000

4.5843 USD

Common

Sell Transaction

625

4.5900 USD

Common

Sell Transaction

272

4.5950 USD

Common

Sell Transaction

1,487

4.5966 USD

Common

Sell Transaction

15

4.6000 USD

Common

Sell Transaction

182

4.6016 USD

Common

Sell Transaction

4,000

4.6044 USD

Common

Sell Transaction

1,700

4.6047 USD

Common

Sell Transaction

584

4.6091 USD

Common

Sell Transaction

28,614

4.6093 USD

Common

Sell Transaction

509

4.6100 USD

Common

Sell Transaction

2,028

4.6174 USD

Common

Sell Transaction

324

4.6192 USD

Common

Sell Transaction

2,200

4.6223 USD

Common

Sell Transaction

28,805

4.6253 USD

Common

Sell Transaction

300

4.6267 USD

Common

Sell Transaction

1,705

4.6276 USD

Common

Sell Transaction

1,555

4.6293 USD

Common

Sell Transaction

2,900

4.6300 USD

Common

Sell Transaction

1,584

4.6360 USD

Common

Sell Transaction

393

4.6400 USD

Common

Sell Transaction

758

4.6402 USD

Common

Sell Transaction

23

4.6404 USD

Common

Sell Transaction

500

4.6440 USD

Common

Sell Transaction

895

4.6458 USD

Common

Sell Transaction

758

4.6462 USD

Common

Sell Transaction

3,319

4.6479 USD

Common

Sell Transaction

215

4.6489 USD

Common

Sell Transaction

3,815

4.6491 USD

Common

Sell Transaction

1,520

4.6500 USD

Common

Sell Transaction

1,100

4.6509 USD

Common

Sell Transaction

4,451

4.6511 USD

Common

Sell Transaction

1,325

4.6526 USD

Common

Sell Transaction

1,300

4.6531 USD

Common

Sell Transaction

1,700

4.6550 USD

Common

Sell Transaction

1,808

4.6550 USD

Common

Sell Transaction

5,000

4.6552 USD

Common

Sell Transaction

406

4.6555 USD

Common

Sell Transaction

1,100

4.6564 USD

Common

Sell Transaction

1,913

4.6571 USD

Common

Sell Transaction

4,140

4.6580 USD

Common

Sell Transaction

240

4.6590 USD

Common

Sell Transaction

3,700

4.6592 USD

Common

Sell Transaction

2,328

4.6600 USD

Common

Sell Transaction

1,981

4.6601 USD

Common

Sell Transaction

482

4.6617 USD

Common

Sell Transaction

1,855

4.6630 USD

Common

Sell Transaction

742

4.6647 USD

Common

Sell Transaction

1,111

4.6651 USD

Common

Sell Transaction

720

4.6667 USD

Common

Sell Transaction

1,477

4.6667 USD

Common

Sell Transaction

2,800

4.6686 USD

Common

Sell Transaction

1,571

4.6686 USD

Common

Sell Transaction

874

4.6700 USD

Common

Sell Transaction

600

4.6733 USD

Common

Sell Transaction

416

4.6748 USD

Common

Sell Transaction

806

4.6750 USD

Common

Sell Transaction

744

4.6752 USD

Common

Sell Transaction

32

4.6759 USD

Common

Sell Transaction

600

4.6767 USD

Common

Sell Transaction

1

4.6767 USD

Common

Sell Transaction

615

4.6784 USD

Common

Sell Transaction

5,850

4.6786 USD

Common

Sell Transaction

50

4.6792 USD

Common

Sell Transaction

2,084

4.6796 USD

Common

Sell Transaction

3,128

4.6797 USD

Common

Sell Transaction

107,842

4.6800 USD

Common

Sell Transaction

16,705

4.6802 USD

Common

Sell Transaction

1,491

4.6803 USD

Common

Sell Transaction

5,507

4.6804 USD

Common

Sell Transaction

2,322

4.6805 USD

Common

Sell Transaction

1,555

4.6807 USD

Common

Sell Transaction

1,400

4.6807 USD

Common

Sell Transaction

1,300

4.6808 USD

Common

Sell Transaction

7,016

4.6809 USD

Common

Sell Transaction

100

4.6810 USD

Common

Sell Transaction

600

4.6818 USD

Common

Sell Transaction

560

4.6827 USD

Common

Sell Transaction

445

4.6827 USD

Common

Sell Transaction

1,473

4.6832 USD

Common

Sell Transaction

1,277

4.6838 USD

Common

Sell Transaction

13

4.6838 USD

Common

Sell Transaction

2,241

4.6844 USD

Common

Sell Transaction

924

4.6845 USD

Common

Sell Transaction

100

4.6850 USD

Common

Sell Transaction

149

4.6852 USD

Common

Sell Transaction

441

4.6856 USD

Common

Sell Transaction

2

4.6875 USD

Common

Sell Transaction

2,118

4.6882 USD

Common

Sell Transaction

291

4.6883 USD

Common

Sell Transaction

288

4.6887 USD

Common

Sell Transaction

2,656

4.6892 USD

Common

Sell Transaction

928

4.6895 USD

Common

Sell Transaction

329

4.6900 USD

Common

Sell Transaction

1,494

4.6907 USD

Common

Sell Transaction

405

4.6914 USD

Common

Sell Transaction

1,905

4.6930 USD

Common

Sell Transaction

8,000

4.6937 USD

Common

Sell Transaction

500

4.6940 USD

Common

Sell Transaction

835

4.6964 USD

Common

Sell Transaction

18,083

4.6968 USD

Common

Sell Transaction

350

4.6971 USD

Common

Sell Transaction

692

4.6973 USD

Common

Sell Transaction

1,500

4.6977 USD

Common

Sell Transaction

6,900

4.6977 USD

Common

Sell Transaction

4,005

4.6979 USD

Common

Sell Transaction

1,823

4.6984 USD

Common

Sell Transaction

1,304

4.6984 USD

Common

Sell Transaction

44,884

4.6995 USD

Common

Sell Transaction

8,104

4.7000 USD

Common

Sell Transaction

10,736

4.7005 USD

Common

Sell Transaction

3,651

4.7010 USD

Common

Sell Transaction

2,777

4.7014 USD

Common

Sell Transaction

12,412

4.7046 USD

Common

Sell Transaction

516

4.7063 USD

Common

Sell Transaction

1,300

4.7073 USD

Common

Sell Transaction

200

4.7090 USD

Common

Sell Transaction

2,281

4.7100 USD

Common

Sell Transaction

3,164

4.7140 USD

Common

Sell Transaction

2,300

4.7150 USD

Common

Sell Transaction

37

4.7151 USD

Common

Sell Transaction

1,431

4.7153 USD

Common

Sell Transaction

2,047

4.7198 USD

Common

Sell Transaction

612

4.7200 USD

Common

Sell Transaction

6,500

4.7250 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

7,990

4.6431 USD

Common

CFD

Reducing long position

14,662

4.6519 USD

Common

CFD

Reducing long position

19,829

4.6928 USD

Common

CFD

Reducing long position

18,490

4.7058 USD

Common

CFD

Reducing long position

700

4.7079 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

200

5.0000 USD

American

2025-Aug-15

0.2000 USD

Common

Call Option

Buy Transaction

200

7.0000 USD

American

2026-Jan-16

0.3000 USD

Common

Call Option

Buy Transaction

2000

6.0000 USD

American

2026-Jan-16

0.4500 USD

Common

Put Option

Buy Transaction

8000

6.0000 USD

American

2026-Jan-16

1.6500 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2025-Oct-17

0.1000 USD

Common

Call Option

Sell Transaction

200

5.0000 USD

American

2025-Aug-15

0.2200 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:

23 July 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

Put Option

Purchased

-2,400

4.0 USD

 

American

 

15/08/2025

 

Common

Call Option

Purchased

600

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

18,300

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-201,700

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-200

7.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-12,000

3.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-13,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

15/08/2025

 

Common

Call Option

Purchased

3,000

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

5,100

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-8,200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

4,900

5.0 USD

 

American

 

15/08/2025

 

Common

Call Option

Purchased

69,800

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,000

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

4.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Sold

90,700

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-141,100

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-29,900

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-48,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-36,900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-700

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

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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