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Form 8.3 - AMERICAN AXLE MANUFACTURING HOLDINGS

28th May 2025 15:00

RNS Number : 3977K
Citadel Group
28 May 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

27 May 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:

1,211,730

1.02

0

0.00

(2) Cash-settled derivatives:

 

870,031

0.73

0

0.00

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

981,400

0.82

996,700

0.83

 

TOTAL:

3,063,161

2.58

996,700

0.83

 

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

1,276

4.3400 USD

Common

Buy Transaction

517

4.3410 USD

Common

Buy Transaction

1,883

4.3424 USD

Common

Buy Transaction

877

4.3434 USD

Common

Buy Transaction

1,238

4.3438 USD

Common

Buy Transaction

1,588

4.3439 USD

Common

Buy Transaction

2,086

4.3475 USD

Common

Buy Transaction

1,105

4.3479 USD

Common

Buy Transaction

7,046

4.3500 USD

Common

Buy Transaction

501

4.3501 USD

Common

Buy Transaction

2,212

4.3505 USD

Common

Buy Transaction

1,387

4.3511 USD

Common

Buy Transaction

637

4.3516 USD

Common

Buy Transaction

4,236

4.3520 USD

Common

Buy Transaction

960

4.3523 USD

Common

Buy Transaction

724

4.3528 USD

Common

Buy Transaction

505

4.3530 USD

Common

Buy Transaction

1,200

4.3542 USD

Common

Buy Transaction

200

4.3550 USD

Common

Buy Transaction

1,112

4.3554 USD

Common

Buy Transaction

360

4.3561 USD

Common

Buy Transaction

230

4.3565 USD

Common

Buy Transaction

300

4.3567 USD

Common

Buy Transaction

689

4.3574 USD

Common

Buy Transaction

892

4.3577 USD

Common

Buy Transaction

1,200

4.3583 USD

Common

Buy Transaction

1,596

4.3589 USD

Common

Buy Transaction

1,487

4.3595 USD

Common

Buy Transaction

25,413

4.3600 USD

Common

Buy Transaction

1,205

4.3608 USD

Common

Buy Transaction

1

4.3611 USD

Common

Buy Transaction

37

4.3641 USD

Common

Buy Transaction

2,200

4.3641 USD

Common

Buy Transaction

604

4.3650 USD

Common

Buy Transaction

295

4.3650 USD

Common

Buy Transaction

2,807

4.3655 USD

Common

Buy Transaction

1,000

4.3660 USD

Common

Buy Transaction

400

4.3675 USD

Common

Buy Transaction

14

4.3679 USD

Common

Buy Transaction

300

4.3683 USD

Common

Buy Transaction

313

4.3684 USD

Common

Buy Transaction

10,103

4.3700 USD

Common

Buy Transaction

1,400

4.3701 USD

Common

Buy Transaction

789

4.3713 USD

Common

Buy Transaction

593

4.3717 USD

Common

Buy Transaction

400

4.3725 USD

Common

Buy Transaction

196

4.3726 USD

Common

Buy Transaction

1,921

4.3729 USD

Common

Buy Transaction

60

4.3733 USD

Common

Buy Transaction

182

4.3734 USD

Common

Buy Transaction

2,305

4.3738 USD

Common

Buy Transaction

744

4.3747 USD

Common

Buy Transaction

300

4.3750 USD

Common

Buy Transaction

39,743

4.3766 USD

Common

Buy Transaction

863

4.3771 USD

Common

Buy Transaction

749

4.3785 USD

Common

Buy Transaction

1,771

4.3792 USD

Common

Buy Transaction

2,919

4.3794 USD

Common

Buy Transaction

11,495

4.3800 USD

Common

Buy Transaction

95

4.3801 USD

Common

Buy Transaction

24,248

4.3803 USD

Common

Buy Transaction

1,874

4.3807 USD

Common

Buy Transaction

133

4.3812 USD

Common

Buy Transaction

700

4.3818 USD

Common

Buy Transaction

1,400

4.3825 USD

Common

Buy Transaction

361

4.3828 USD

Common

Buy Transaction

5,833

4.3832 USD

Common

Buy Transaction

728

4.3835 USD

Common

Buy Transaction

8,969

4.3836 USD

Common

Buy Transaction

3,000

4.3853 USD

Common

Buy Transaction

446

4.3865 USD

Common

Buy Transaction

315

4.3867 USD

Common

Buy Transaction

271

4.3874 USD

Common

Buy Transaction

1,717

4.3874 USD

Common

Buy Transaction

18

4.3878 USD

Common

Buy Transaction

10,250

4.3895 USD

Common

Buy Transaction

10,656

4.3900 USD

Common

Buy Transaction

2,989

4.3904 USD

Common

Buy Transaction

2,054

4.3908 USD

Common

Buy Transaction

143

4.3919 USD

Common

Buy Transaction

1,689

4.3921 USD

Common

Buy Transaction

7,225

4.3937 USD

Common

Buy Transaction

5,570

4.3950 USD

Common

Buy Transaction

110

4.3968 USD

Common

Buy Transaction

5,729

4.3969 USD

Common

Buy Transaction

182

4.3980 USD

Common

Buy Transaction

1

4.3983 USD

Common

Buy Transaction

19,595

4.4000 USD

Common

Buy Transaction

5

4.4060 USD

Common

Buy Transaction

10,598

4.4100 USD

Common

Buy Transaction

1,093

4.4104 USD

Common

Buy Transaction

60,036

4.4146 USD

Common

Buy Transaction

7,771

4.4300 USD

Common

Buy Transaction

94,149

4.4400 USD

Common

DVP Transaction

18

4.3400 USD

Common

DVP Transaction

1

4.3600 USD

Common

DVP Transaction

295

4.3650 USD

Common

DVP Transaction

550

4.3700 USD

Common

DVP Transaction

3,169

4.3818 USD

Common

DVP Transaction

264

4.3950 USD

Common

DVP Transaction

103

4.3950 USD

Common

DVP Transaction

501

4.4000 USD

Common

DVP Transaction

200

4.4050 USD

Common

DVP Transaction

403

4.4074 USD

Common

DVP Transaction

4,500

4.4078 USD

Common

DVP Transaction

6,500

4.4080 USD

Common

DVP Transaction

1,100

4.4091 USD

Common

DVP Transaction

1,104

4.4095 USD

Common

DVP Transaction

1,347

4.4097 USD

Common

DVP Transaction

200

4.4100 USD

Common

DVP Transaction

1,300

4.4104 USD

Common

DVP Transaction

1,500

4.4120 USD

Common

DVP Transaction

458

4.4300 USD

Common

DVP Transaction

94,149

4.4400 USD

Common

DVP Transaction

5

4.4500 USD

Common

RVP Transaction

18

4.3400 USD

Common

RVP Transaction

1

4.3600 USD

Common

RVP Transaction

395

4.3650 USD

Common

RVP Transaction

453

4.3700 USD

Common

RVP Transaction

124

4.3708 USD

Common

RVP Transaction

410

4.3712 USD

Common

RVP Transaction

96

4.3742 USD

Common

RVP Transaction

124

4.3758 USD

Common

RVP Transaction

325

4.3790 USD

Common

RVP Transaction

668

4.3799 USD

Common

RVP Transaction

200

4.3800 USD

Common

RVP Transaction

417

4.3854 USD

Common

RVP Transaction

100

4.3866 USD

Common

RVP Transaction

403

4.3925 USD

Common

RVP Transaction

460

4.3950 USD

Common

RVP Transaction

197

4.3970 USD

Common

RVP Transaction

4

4.3975 USD

Common

RVP Transaction

4,362

4.4000 USD

Common

RVP Transaction

400

4.4050 USD

Common

RVP Transaction

10,520

4.4100 USD

Common

RVP Transaction

3,384

4.4150 USD

Common

RVP Transaction

457

4.4300 USD

Common

RVP Transaction

94,149

4.4400 USD

Common

Sell Transaction

100

4.3200 USD

Common

Sell Transaction

1,580

4.3300 USD

Common

Sell Transaction

300

4.3301 USD

Common

Sell Transaction

664

4.3334 USD

Common

Sell Transaction

300

4.3367 USD

Common

Sell Transaction

2,643

4.3400 USD

Common

Sell Transaction

490

4.3437 USD

Common

Sell Transaction

333

4.3437 USD

Common

Sell Transaction

1,300

4.3456 USD

Common

Sell Transaction

900

4.3467 USD

Common

Sell Transaction

603

4.3475 USD

Common

Sell Transaction

225

4.3481 USD

Common

Sell Transaction

2,933

4.3500 USD

Common

Sell Transaction

540

4.3504 USD

Common

Sell Transaction

614

4.3514 USD

Common

Sell Transaction

121

4.3517 USD

Common

Sell Transaction

227

4.3524 USD

Common

Sell Transaction

7,277

4.3526 USD

Common

Sell Transaction

564

4.3528 USD

Common

Sell Transaction

622

4.3542 USD

Common

Sell Transaction

400

4.3550 USD

Common

Sell Transaction

598

4.3592 USD

Common

Sell Transaction

70

4.3593 USD

Common

Sell Transaction

254

4.3611 USD

Common

Sell Transaction

100

4.3650 USD

Common

Sell Transaction

4,582

4.3700 USD

Common

Sell Transaction

200

4.3750 USD

Common

Sell Transaction

838

4.3774 USD

Common

Sell Transaction

682

4.3800 USD

Common

Sell Transaction

590

4.3800 USD

Common

Sell Transaction

1,524

4.3807 USD

Common

Sell Transaction

700

4.3829 USD

Common

Sell Transaction

237

4.3834 USD

Common

Sell Transaction

382

4.3857 USD

Common

Sell Transaction

13,424

4.3863 USD

Common

Sell Transaction

2,200

4.3873 USD

Common

Sell Transaction

555

4.3879 USD

Common

Sell Transaction

859

4.3893 USD

Common

Sell Transaction

74

4.3900 USD

Common

Sell Transaction

600

4.3908 USD

Common

Sell Transaction

2,000

4.3925 USD

Common

Sell Transaction

600

4.3933 USD

Common

Sell Transaction

1,972

4.3943 USD

Common

Sell Transaction

1,118

4.3947 USD

Common

Sell Transaction

101

4.3949 USD

Common

Sell Transaction

600

4.3950 USD

Common

Sell Transaction

65

4.3989 USD

Common

Sell Transaction

2,380

4.3991 USD

Common

Sell Transaction

3

4.3991 USD

Common

Sell Transaction

3,832

4.4000 USD

Common

Sell Transaction

220

4.4015 USD

Common

Sell Transaction

592

4.4025 USD

Common

Sell Transaction

297

4.4028 USD

Common

Sell Transaction

1,241

4.4041 USD

Common

Sell Transaction

301

4.4050 USD

Common

Sell Transaction

27

4.4052 USD

Common

Sell Transaction

2,133

4.4077 USD

Common

Sell Transaction

1,434

4.4081 USD

Common

Sell Transaction

3,166

4.4084 USD

Common

Sell Transaction

255

4.4089 USD

Common

Sell Transaction

1,102

4.4091 USD

Common

Sell Transaction

4,671

4.4100 USD

Common

Sell Transaction

352

4.4117 USD

Common

Sell Transaction

900

4.4167 USD

Common

Sell Transaction

52

4.4177 USD

Common

Sell Transaction

2,731

4.4199 USD

Common

Sell Transaction

2,033

4.4200 USD

Common

Sell Transaction

695

4.4250 USD

Common

Sell Transaction

622

4.4252 USD

Common

Sell Transaction

401

4.4299 USD

Common

Sell Transaction

8,427

4.4300 USD

Common

Sell Transaction

94,149

4.4400 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

200

4.3900 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-Jun-20

0.5000 USD

Common

Call Option

Buy Transaction

1

5.0000 USD

American

2026-Jul-17

0.9400 USD

Common

Call Option

DVP Transaction

1

5.0000 USD

American

2025-Jul-18

0.2500 USD

Common

Call Option

DVP Transaction

20

10.0000 USD

American

2026-Jul-17

0.2500 USD

Common

Call Option

DVP Transaction

1

4.0000 USD

American

2025-Jun-20

0.5000 USD

Common

Call Option

RVP Transaction

1

5.0000 USD

American

2025-Jul-18

0.2500 USD

Common

Call Option

RVP Transaction

20

10.0000 USD

American

2026-Jul-17

0.2500 USD

Common

Call Option

RVP Transaction

1

4.0000 USD

American

2025-Jun-20

0.5000 USD

Common

Call Option

Sell Transaction

11

7.0000 USD

American

2026-Jul-17

0.5500 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:

28 May 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

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-8,000

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

700

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,500

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

6.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

7,900

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

256,300

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,000

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-6,000

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,300

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-95,400

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-800

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

98,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-8,200

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,100

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-645,200

5.0 USD

 

American

 

18/07/2025

 

 

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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