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Form 8.3 - American Axle & Manufacturing Holdings

19th Sep 2025 15:00

RNS Number : 0971A
Citadel Group
19 September 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

18 September 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:

1,143,765

0.96

106,672

0.08

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

423,400

0.35

994,300

0.83

 

TOTAL:

1,567,165

1.32

1,100,972

0.92

 

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

3

6.2500 USD

Common

Buy Transaction

22

6.2700 USD

Common

Buy Transaction

22

6.2714 USD

Common

Buy Transaction

106

6.2785 USD

Common

Buy Transaction

191

6.2795 USD

Common

Buy Transaction

100

6.2900 USD

Common

Buy Transaction

916

6.2900 USD

Common

Buy Transaction

31

6.2939 USD

Common

Buy Transaction

1,761

6.2956 USD

Common

Buy Transaction

1,552

6.2958 USD

Common

Buy Transaction

24

6.2962 USD

Common

Buy Transaction

588

6.2969 USD

Common

Buy Transaction

75

6.2985 USD

Common

Buy Transaction

2,063

6.3000 USD

Common

Buy Transaction

3,201

6.3002 USD

Common

Buy Transaction

398

6.3005 USD

Common

Buy Transaction

3,904

6.3016 USD

Common

Buy Transaction

3,214

6.3020 USD

Common

Buy Transaction

430

6.3030 USD

Common

Buy Transaction

441

6.3038 USD

Common

Buy Transaction

433

6.3045 USD

Common

Buy Transaction

1,251

6.3051 USD

Common

Buy Transaction

15

6.3053 USD

Common

Buy Transaction

1,100

6.3055 USD

Common

Buy Transaction

505

6.3057 USD

Common

Buy Transaction

5

6.3060 USD

Common

Buy Transaction

382

6.3065 USD

Common

Buy Transaction

348

6.3075 USD

Common

Buy Transaction

1,337

6.3093 USD

Common

Buy Transaction

45,729

6.3100 USD

Common

Buy Transaction

631

6.3110 USD

Common

Buy Transaction

2,383

6.3123 USD

Common

Buy Transaction

1,104

6.3129 USD

Common

Buy Transaction

170

6.3130 USD

Common

Buy Transaction

1,728

6.3147 USD

Common

Buy Transaction

1,000

6.3151 USD

Common

Buy Transaction

86

6.3167 USD

Common

Buy Transaction

500

6.3168 USD

Common

Buy Transaction

401

6.3175 USD

Common

Buy Transaction

533

6.3188 USD

Common

Buy Transaction

2,542

6.3200 USD

Common

Buy Transaction

3,233

6.3209 USD

Common

Buy Transaction

5,950

6.3213 USD

Common

Buy Transaction

1,206

6.3217 USD

Common

Buy Transaction

219

6.3217 USD

Common

Buy Transaction

73

6.3240 USD

Common

Buy Transaction

214

6.3250 USD

Common

Buy Transaction

583

6.3250 USD

Common

Buy Transaction

686

6.3253 USD

Common

Buy Transaction

9

6.3256 USD

Common

Buy Transaction

171

6.3266 USD

Common

Buy Transaction

1

6.3270 USD

Common

Buy Transaction

288

6.3287 USD

Common

Buy Transaction

2,587

6.3292 USD

Common

Buy Transaction

1,281

6.3295 USD

Common

Buy Transaction

371

6.3299 USD

Common

Buy Transaction

4,010

6.3300 USD

Common

Buy Transaction

1,200

6.3313 USD

Common

Buy Transaction

257

6.3314 USD

Common

Buy Transaction

4,353

6.3328 USD

Common

Buy Transaction

2,114

6.3332 USD

Common

Buy Transaction

979

6.3336 USD

Common

Buy Transaction

4,860

6.3350 USD

Common

Buy Transaction

9,813

6.3374 USD

Common

Buy Transaction

1,825

6.3378 USD

Common

Buy Transaction

2,100

6.3386 USD

Common

Buy Transaction

5,697

6.3400 USD

Common

Buy Transaction

3,238

6.3417 USD

Common

Buy Transaction

2,097

6.3420 USD

Common

Buy Transaction

3,130

6.3421 USD

Common

Buy Transaction

18,510

6.3437 USD

Common

Buy Transaction

337

6.3464 USD

Common

Buy Transaction

330

6.3465 USD

Common

Buy Transaction

257

6.3482 USD

Common

Buy Transaction

1,665

6.3493 USD

Common

Buy Transaction

200

6.3500 USD

Common

Buy Transaction

2,217

6.3501 USD

Common

Buy Transaction

4,220

6.3509 USD

Common

Buy Transaction

9,407

6.3540 USD

Common

Buy Transaction

1,758

6.3542 USD

Common

Buy Transaction

1,594

6.3559 USD

Common

Buy Transaction

6,861

6.3573 USD

Common

Buy Transaction

172

6.3579 USD

Common

Buy Transaction

269

6.3583 USD

Common

Buy Transaction

979

6.3600 USD

Common

Buy Transaction

502

6.3603 USD

Common

Buy Transaction

1,680

6.3608 USD

Common

Buy Transaction

21,806

6.3628 USD

Common

Buy Transaction

1

6.3673 USD

Common

Buy Transaction

10,004

6.3700 USD

Common

Buy Transaction

2,048

6.3708 USD

Common

Buy Transaction

85

6.3715 USD

Common

Buy Transaction

6,000

6.3747 USD

Common

Buy Transaction

1,154

6.3760 USD

Common

Buy Transaction

8,660

6.3787 USD

Common

Buy Transaction

7,893

6.3791 USD

Common

Buy Transaction

3

6.3833 USD

Common

Buy Transaction

15,485

6.3868 USD

Common

Buy Transaction

10,105

6.3900 USD

Common

Buy Transaction

100

6.4001 USD

Common

Buy Transaction

175

6.4014 USD

Common

Buy Transaction

2,818

6.4035 USD

Common

Buy Transaction

193

6.4100 USD

Common

Buy Transaction

71

6.4106 USD

Common

Buy Transaction

5,000

6.4150 USD

Common

Sell Transaction

3

6.2500 USD

Common

Sell Transaction

1,193

6.2610 USD

Common

Sell Transaction

108

6.2659 USD

Common

Sell Transaction

772

6.2668 USD

Common

Sell Transaction

148

6.2703 USD

Common

Sell Transaction

150

6.2808 USD

Common

Sell Transaction

700

6.2814 USD

Common

Sell Transaction

72

6.2843 USD

Common

Sell Transaction

300

6.2850 USD

Common

Sell Transaction

29,700

6.2915 USD

Common

Sell Transaction

15

6.2920 USD

Common

Sell Transaction

356

6.2940 USD

Common

Sell Transaction

2,204

6.2960 USD

Common

Sell Transaction

162

6.2961 USD

Common

Sell Transaction

123

6.2975 USD

Common

Sell Transaction

1,338

6.3000 USD

Common

Sell Transaction

2,038

6.3008 USD

Common

Sell Transaction

315

6.3038 USD

Common

Sell Transaction

177

6.3058 USD

Common

Sell Transaction

2,275

6.3070 USD

Common

Sell Transaction

1,678

6.3097 USD

Common

Sell Transaction

29,171

6.3100 USD

Common

Sell Transaction

627

6.3100 USD

Common

Sell Transaction

3,588

6.3104 USD

Common

Sell Transaction

3,000

6.3107 USD

Common

Sell Transaction

73

6.3111 USD

Common

Sell Transaction

459

6.3117 USD

Common

Sell Transaction

431

6.3118 USD

Common

Sell Transaction

2,109

6.3127 USD

Common

Sell Transaction

469

6.3128 USD

Common

Sell Transaction

262

6.3138 USD

Common

Sell Transaction

13,860

6.3154 USD

Common

Sell Transaction

1,700

6.3157 USD

Common

Sell Transaction

1,997

6.3163 USD

Common

Sell Transaction

154

6.3172 USD

Common

Sell Transaction

2,107

6.3178 USD

Common

Sell Transaction

1,037

6.3183 USD

Common

Sell Transaction

302

6.3185 USD

Common

Sell Transaction

26

6.3188 USD

Common

Sell Transaction

554

6.3191 USD

Common

Sell Transaction

137

6.3196 USD

Common

Sell Transaction

1,000

6.3199 USD

Common

Sell Transaction

5,879

6.3200 USD

Common

Sell Transaction

5,272

6.3201 USD

Common

Sell Transaction

1,300

6.3204 USD

Common

Sell Transaction

702

6.3207 USD

Common

Sell Transaction

1,857

6.3208 USD

Common

Sell Transaction

322

6.3216 USD

Common

Sell Transaction

1,392

6.3216 USD

Common

Sell Transaction

5

6.3220 USD

Common

Sell Transaction

400

6.3225 USD

Common

Sell Transaction

976

6.3232 USD

Common

Sell Transaction

194

6.3232 USD

Common

Sell Transaction

200

6.3250 USD

Common

Sell Transaction

198

6.3290 USD

Common

Sell Transaction

2,406

6.3300 USD

Common

Sell Transaction

140

6.3301 USD

Common

Sell Transaction

261

6.3302 USD

Common

Sell Transaction

5,168

6.3308 USD

Common

Sell Transaction

662

6.3309 USD

Common

Sell Transaction

513

6.3314 USD

Common

Sell Transaction

2,894

6.3318 USD

Common

Sell Transaction

2,263

6.3336 USD

Common

Sell Transaction

7,247

6.3341 USD

Common

Sell Transaction

826

6.3346 USD

Common

Sell Transaction

330

6.3356 USD

Common

Sell Transaction

24,837

6.3381 USD

Common

Sell Transaction

833

6.3383 USD

Common

Sell Transaction

1,745

6.3399 USD

Common

Sell Transaction

263

6.3400 USD

Common

Sell Transaction

5,100

6.3409 USD

Common

Sell Transaction

4,363

6.3427 USD

Common

Sell Transaction

900

6.3428 USD

Common

Sell Transaction

762

6.3441 USD

Common

Sell Transaction

7,100

6.3456 USD

Common

Sell Transaction

741

6.3463 USD

Common

Sell Transaction

2

6.3465 USD

Common

Sell Transaction

12

6.3475 USD

Common

Sell Transaction

22

6.3500 USD

Common

Sell Transaction

104

6.3502 USD

Common

Sell Transaction

15

6.3553 USD

Common

Sell Transaction

235

6.3555 USD

Common

Sell Transaction

899

6.3636 USD

Common

Sell Transaction

50

6.3652 USD

Common

Sell Transaction

200

6.3675 USD

Common

Sell Transaction

105

6.3700 USD

Common

Sell Transaction

11

6.3736 USD

Common

Sell Transaction

6,800

6.3769 USD

Common

Sell Transaction

74

6.3850 USD

Common

Sell Transaction

300

6.3900 USD

Common

Sell Transaction

766

6.3993 USD

Common

Sell Transaction

1,943

6.3993 USD

Common

Sell Transaction

100

6.4000 USD

Common

Sell Transaction

846

6.4050 USD

Common

Sell Transaction

103

6.4093 USD

Common

Sell Transaction

13

6.4100 USD

Common

Sell Transaction

10,900

6.4114 USD

Common

Sell Transaction

300

6.4150 USD

Common

Sell Transaction

11

6.4155 USD

Common

Sell Transaction

808

6.4200 USD

Common

Sell Transaction

100

6.4350 USD

Common

Sell Transaction

1

6.4400 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

 

(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

100

10.0000 USD

American

2026-07-17

0.3500 USD

Common

Call Option

Buy Transaction

400

6.0000 USD

American

2026-01-16

1.0000 USD

Common

Call Option

Buy Transaction

900

6.0000 USD

American

2026-04-17

1.1000 USD

Common

Call Option

Buy Transaction

1,500

6.0000 USD

American

2026-04-17

1.1300 USD

Common

Call Option

Buy Transaction

100

5.0000 USD

American

2025-09-19

1.3400 USD

Common

Put Option

Sell Transaction

900

5.0000 USD

American

2025-10-17

0.0400 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2025-10-17

0.1900 USD

Common

Call Option

Sell Transaction

3,300

7.0000 USD

American

2025-10-17

0.2000 USD

Common

Put Option

Sell Transaction

2,000

5.0000 USD

American

2026-01-16

0.2500 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:

19 September 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

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-10,800

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

46,900

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

900

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-8,200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

15,100

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

10,100

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

1,600

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

10,600

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

100

9.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-400

5.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-800

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-1,000

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

5,700

6.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

500

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

169,700

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-216,000

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

43,100

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-1,200

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

91,700

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-111,200

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-1,000

7.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

700

6.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Sold

-300

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-54,200

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

1,700

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-508,700

7.0 USD

 

American

 

17/04/2026

 

 

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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