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Form 8.3 - American Axle & Manufacturing Holdings

20th Oct 2025 15:00

RNS Number : 0477E
Citadel Group
20 October 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 October 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:

874,976

0.73

153,970

0.12

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

304,400

0.25

1,086,100

0.91

 

TOTAL:

1,179,376

0.99

1,240,070

1.04

 

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

244

5.3700 USD

Common

Buy Transaction

228

5.3849 USD

Common

Buy Transaction

357

5.3857 USD

Common

Buy Transaction

9,100

5.3998 USD

Common

Buy Transaction

232

5.4009 USD

Common

Buy Transaction

49

5.4016 USD

Common

Buy Transaction

100

5.4050 USD

Common

Buy Transaction

625

5.4058 USD

Common

Buy Transaction

1,575

5.4083 USD

Common

Buy Transaction

526

5.4100 USD

Common

Buy Transaction

441

5.4104 USD

Common

Buy Transaction

782

5.4147 USD

Common

Buy Transaction

1,667

5.4150 USD

Common

Buy Transaction

792

5.4153 USD

Common

Buy Transaction

661

5.4156 USD

Common

Buy Transaction

3

5.4167 USD

Common

Buy Transaction

284

5.4168 USD

Common

Buy Transaction

4

5.4175 USD

Common

Buy Transaction

3,056

5.4183 USD

Common

Buy Transaction

75

5.4196 USD

Common

Buy Transaction

5,300

5.4200 USD

Common

Buy Transaction

960

5.4223 USD

Common

Buy Transaction

345

5.4232 USD

Common

Buy Transaction

9,482

5.4248 USD

Common

Buy Transaction

1,575

5.4249 USD

Common

Buy Transaction

3,609

5.4250 USD

Common

Buy Transaction

1,277

5.4256 USD

Common

Buy Transaction

930

5.4262 USD

Common

Buy Transaction

238

5.4264 USD

Common

Buy Transaction

28

5.4271 USD

Common

Buy Transaction

318

5.4286 USD

Common

Buy Transaction

7,500

5.4295 USD

Common

Buy Transaction

9,992

5.4300 USD

Common

Buy Transaction

100,780

5.4300 USD

Common

Buy Transaction

267

5.4307 USD

Common

Buy Transaction

260

5.4308 USD

Common

Buy Transaction

758

5.4316 USD

Common

Buy Transaction

247

5.4321 USD

Common

Buy Transaction

18,000

5.4325 USD

Common

Buy Transaction

300

5.4333 USD

Common

Buy Transaction

1,810

5.4338 USD

Common

Buy Transaction

500

5.4350 USD

Common

Buy Transaction

192

5.4351 USD

Common

Buy Transaction

4,398

5.4364 USD

Common

Buy Transaction

688

5.4377 USD

Common

Buy Transaction

1,703

5.4380 USD

Common

Buy Transaction

535

5.4380 USD

Common

Buy Transaction

1,211

5.4380 USD

Common

Buy Transaction

1,649

5.4385 USD

Common

Buy Transaction

750

5.4392 USD

Common

Buy Transaction

52

5.4400 USD

Common

Buy Transaction

612

5.4402 USD

Common

Buy Transaction

1,910

5.4417 USD

Common

Buy Transaction

3,771

5.4425 USD

Common

Buy Transaction

350

5.4426 USD

Common

Buy Transaction

275

5.4429 USD

Common

Buy Transaction

685

5.4431 USD

Common

Buy Transaction

3,074

5.4434 USD

Common

Buy Transaction

12,364

5.4442 USD

Common

Buy Transaction

518

5.4469 USD

Common

Buy Transaction

519

5.4478 USD

Common

Buy Transaction

91

5.4480 USD

Common

Buy Transaction

1,020

5.4500 USD

Common

Buy Transaction

1,001

5.4502 USD

Common

Buy Transaction

427

5.4523 USD

Common

Buy Transaction

2,214

5.4539 USD

Common

Buy Transaction

13

5.4554 USD

Common

Buy Transaction

3,527

5.4584 USD

Common

Buy Transaction

130

5.4631 USD

Common

Buy Transaction

700

5.4700 USD

Common

Buy Transaction

200

5.4900 USD

Common

Sell Transaction

10

5.3900 USD

Common

Sell Transaction

1

5.3950 USD

Common

Sell Transaction

16

5.3969 USD

Common

Sell Transaction

80

5.3985 USD

Common

Sell Transaction

32

5.4000 USD

Common

Sell Transaction

10

5.4010 USD

Common

Sell Transaction

585

5.4043 USD

Common

Sell Transaction

5,600

5.4150 USD

Common

Sell Transaction

620

5.4172 USD

Common

Sell Transaction

46

5.4187 USD

Common

Sell Transaction

176

5.4200 USD

Common

Sell Transaction

1,589

5.4232 USD

Common

Sell Transaction

1,634

5.4236 USD

Common

Sell Transaction

7,400

5.4245 USD

Common

Sell Transaction

5,400

5.4251 USD

Common

Sell Transaction

1,585

5.4275 USD

Common

Sell Transaction

1,838

5.4280 USD

Common

Sell Transaction

13,489

5.4285 USD

Common

Sell Transaction

861

5.4286 USD

Common

Sell Transaction

1,024

5.4292 USD

Common

Sell Transaction

4,029

5.4293 USD

Common

Sell Transaction

164

5.4295 USD

Common

Sell Transaction

590

5.4299 USD

Common

Sell Transaction

106,013

5.4300 USD

Common

Sell Transaction

213

5.4303 USD

Common

Sell Transaction

235

5.4309 USD

Common

Sell Transaction

43

5.4309 USD

Common

Sell Transaction

1,369

5.4314 USD

Common

Sell Transaction

3,795

5.4328 USD

Common

Sell Transaction

30

5.4350 USD

Common

Sell Transaction

420

5.4359 USD

Common

Sell Transaction

1,776

5.4366 USD

Common

Sell Transaction

2,063

5.4380 USD

Common

Sell Transaction

2,013

5.4383 USD

Common

Sell Transaction

240

5.4383 USD

Common

Sell Transaction

125

5.4389 USD

Common

Sell Transaction

970

5.4389 USD

Common

Sell Transaction

7,686

5.4390 USD

Common

Sell Transaction

38,792

5.4397 USD

Common

Sell Transaction

1,675

5.4400 USD

Common

Sell Transaction

33,369

5.4402 USD

Common

Sell Transaction

238

5.4405 USD

Common

Sell Transaction

200

5.4417 USD

Common

Sell Transaction

6,100

5.4418 USD

Common

Sell Transaction

2,924

5.4423 USD

Common

Sell Transaction

483

5.4425 USD

Common

Sell Transaction

85

5.4427 USD

Common

Sell Transaction

6,092

5.4430 USD

Common

Sell Transaction

2,405

5.4433 USD

Common

Sell Transaction

735

5.4441 USD

Common

Sell Transaction

511

5.4441 USD

Common

Sell Transaction

231

5.4448 USD

Common

Sell Transaction

640

5.4450 USD

Common

Sell Transaction

109

5.4452 USD

Common

Sell Transaction

1,056

5.4466 USD

Common

Sell Transaction

944

5.4473 USD

Common

Sell Transaction

762

5.4479 USD

Common

Sell Transaction

6,313

5.4488 USD

Common

Sell Transaction

201

5.4500 USD

Common

Sell Transaction

1,591

5.4501 USD

Common

Sell Transaction

101

5.4501 USD

Common

Sell Transaction

3,378

5.4505 USD

Common

Sell Transaction

2,143

5.4507 USD

Common

Sell Transaction

1,100

5.4527 USD

Common

Sell Transaction

81

5.4542 USD

Common

Sell Transaction

163

5.4547 USD

Common

Sell Transaction

204

5.4550 USD

Common

Sell Transaction

586

5.4562 USD

Common

Sell Transaction

412

5.4582 USD

Common

Sell Transaction

1,330

5.4600 USD

Common

Sell Transaction

3,367

5.4600 USD

Common

Sell Transaction

469

5.4614 USD

Common

Sell Transaction

1,200

5.4617 USD

Common

Sell Transaction

72

5.4625 USD

Common

Sell Transaction

821

5.4642 USD

Common

Sell Transaction

71

5.4700 USD

Common

Sell Transaction

369

5.4759 USD

Common

Sell Transaction

3,201

5.4800 USD

Common

Sell Transaction

4,000

5.4900 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

Block Tx

40,000

5.0000 USD

American

2025-10-17

0.3700 USD

Common

Call Option

Block Tx

80,000

6.0000 USD

American

2026-04-17

0.6700 USD

Common

Call Option

Block Tx

40,000

5.0000 USD

American

2026-04-17

1.0800 USD

Common

Call Option

Buy Transaction

40,000

5.0000 USD

American

2025-10-17

0.3700 USD

Common

Call Option

Buy Transaction

200

5.0000 USD

American

2025-10-17

0.4000 USD

Common

Put Option

Buy Transaction

100

5.0000 USD

American

2026-01-16

0.4200 USD

Common

Call Option

Buy Transaction

80,000

6.0000 USD

American

2026-04-17

0.6700 USD

Common

Call Option

Buy Transaction

100

4.0000 USD

American

2025-10-17

1.5400 USD

Common

Put Option

Sell Transaction

100

5.0000 USD

American

2026-01-16

0.3100 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-07-17

0.6000 USD

Common

Call Option

Sell Transaction

100

5.0000 USD

American

2025-11-21

0.6300 USD

Common

Call Option

Sell Transaction

400

5.0000 USD

American

2026-01-16

0.9000 USD

Common

Call Option

Sell Transaction

40,000

5.0000 USD

American

2026-04-17

1.0800 USD

 

(ii) Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

Common

Put Option

Exercised against

300

6.0000 USD

 

Common

Call Option

Exercising

300

2.0000 USD

 

Common

Call Option

Exercising

300

3.0000 USD

 

Common

Call Option

Exercising

15,800

4.0000 USD

 

Common

Call Option

Exercising

216,200

5.0000 USD

 

Common

Put Option

Exercising

900

7.0000 USD

 

 

(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:

20 October 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

200

11.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Purchased

-400

4.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-218,800

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

102,900

6.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-100

6.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-1,000

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-2,100

5.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Purchased

-10,900

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-2,200

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

2,700

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

35,000

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-3,300

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

5,400

7.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Purchased

-4,400

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

5.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-300

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-37,500

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-1,200

7.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-100

10.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

62,200

4.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

91,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

21/01/2028

 

Common

Call Option

Sold

-9,000

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-151,300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

10.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-400

8.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-52,900

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-508,700

7.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,000

5.0 USD

 

American

 

21/01/2028

 

Common

Call Option

Sold

-200

8.0 USD

 

American

 

16/01/2026

 

 

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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END
 
 
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