29th Apr 2025 15:00
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 | 28 April 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: | 738,879 | 0.62 | 18,102 | 0.01 |
(2) Cash-settled derivatives:
| 29,791 | 0.02 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 2,121,100 | 1.79 | 386,400 | 0.32 |
TOTAL: | 2,889,770 | 2.44 | 404,502 | 0.34 |
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 | 158 | 3.7200 USD |
Common | Buy Transaction | 129 | 3.7355 USD |
Common | Buy Transaction | 590 | 3.7400 USD |
Common | Buy Transaction | 1,100 | 3.7405 USD |
Common | Buy Transaction | 9,098 | 3.7442 USD |
Common | Buy Transaction | 2,551 | 3.7450 USD |
Common | Buy Transaction | 1,488 | 3.7460 USD |
Common | Buy Transaction | 1,300 | 3.7477 USD |
Common | Buy Transaction | 595 | 3.7484 USD |
Common | Buy Transaction | 1,577 | 3.7500 USD |
Common | Buy Transaction | 2,000 | 3.7505 USD |
Common | Buy Transaction | 3,384 | 3.7506 USD |
Common | Buy Transaction | 3,300 | 3.7506 USD |
Common | Buy Transaction | 1,300 | 3.7508 USD |
Common | Buy Transaction | 3,572 | 3.7508 USD |
Common | Buy Transaction | 5,526 | 3.7511 USD |
Common | Buy Transaction | 684 | 3.7515 USD |
Common | Buy Transaction | 1,319 | 3.7517 USD |
Common | Buy Transaction | 4,458 | 3.7518 USD |
Common | Buy Transaction | 1 | 3.7529 USD |
Common | Buy Transaction | 1,946 | 3.7532 USD |
Common | Buy Transaction | 458 | 3.7534 USD |
Common | Buy Transaction | 2,141 | 3.7546 USD |
Common | Buy Transaction | 64 | 3.7548 USD |
Common | Buy Transaction | 400 | 3.7550 USD |
Common | Buy Transaction | 2,021 | 3.7550 USD |
Common | Buy Transaction | 366 | 3.7562 USD |
Common | Buy Transaction | 208 | 3.7571 USD |
Common | Buy Transaction | 106 | 3.7575 USD |
Common | Buy Transaction | 1,240 | 3.7594 USD |
Common | Buy Transaction | 42,776 | 3.7600 USD |
Common | Buy Transaction | 12,561 | 3.7602 USD |
Common | Buy Transaction | 58,994 | 3.7606 USD |
Common | Buy Transaction | 1,967 | 3.7609 USD |
Common | Buy Transaction | 3,033 | 3.7609 USD |
Common | Buy Transaction | 562 | 3.7615 USD |
Common | Buy Transaction | 1,144 | 3.7617 USD |
Common | Buy Transaction | 744 | 3.7626 USD |
Common | Buy Transaction | 900 | 3.7633 USD |
Common | Buy Transaction | 1,790 | 3.7640 USD |
Common | Buy Transaction | 7,600 | 3.7650 USD |
Common | Buy Transaction | 433 | 3.7654 USD |
Common | Buy Transaction | 1,269 | 3.7655 USD |
Common | Buy Transaction | 500 | 3.7660 USD |
Common | Buy Transaction | 14,300 | 3.7668 USD |
Common | Buy Transaction | 1,498 | 3.7673 USD |
Common | Buy Transaction | 1,430 | 3.7674 USD |
Common | Buy Transaction | 1,032 | 3.7685 USD |
Common | Buy Transaction | 941 | 3.7687 USD |
Common | Buy Transaction | 3,449 | 3.7692 USD |
Common | Buy Transaction | 15,861 | 3.7697 USD |
Common | Buy Transaction | 2,650 | 3.7700 USD |
Common | Buy Transaction | 651 | 3.7704 USD |
Common | Buy Transaction | 1,832 | 3.7705 USD |
Common | Buy Transaction | 404 | 3.7713 USD |
Common | Buy Transaction | 1,202 | 3.7717 USD |
Common | Buy Transaction | 139 | 3.7744 USD |
Common | Buy Transaction | 1,100 | 3.7755 USD |
Common | Buy Transaction | 1,400 | 3.7800 USD |
Common | Buy Transaction | 3,334 | 3.7898 USD |
Common | Buy Transaction | 100 | 3.7900 USD |
Common | Buy Transaction | 410 | 3.7919 USD |
Common | Buy Transaction | 500 | 3.7940 USD |
Common | Buy Transaction | 9,240 | 3.8000 USD |
Common | Buy Transaction | 100 | 3.8100 USD |
Common | Buy Transaction | 37 | 3.8200 USD |
Common | Buy Transaction | 76 | 3.8250 USD |
Common | Buy Transaction | 100 | 3.8300 USD |
Common | Buy Transaction | 2,516 | 3.8304 USD |
Common | Buy Transaction | 50 | 3.8318 USD |
Common | Buy Transaction | 500 | 3.8400 USD |
Common | DVP Transaction | 43 | 3.7500 USD |
Common | DVP Transaction | 813 | 3.7573 USD |
Common | DVP Transaction | 27,122 | 3.7600 USD |
Common | DVP Transaction | 94 | 3.8150 USD |
Common | RVP Transaction | 744 | 3.7500 USD |
Common | RVP Transaction | 27,152 | 3.7600 USD |
Common | RVP Transaction | 96 | 3.8139 USD |
Common | RVP Transaction | 80 | 3.8200 USD |
Common | Sell Transaction | 205 | 3.7300 USD |
Common | Sell Transaction | 100 | 3.7350 USD |
Common | Sell Transaction | 18,958 | 3.7371 USD |
Common | Sell Transaction | 4,586 | 3.7376 USD |
Common | Sell Transaction | 101 | 3.7381 USD |
Common | Sell Transaction | 83 | 3.7392 USD |
Common | Sell Transaction | 1,888 | 3.7400 USD |
Common | Sell Transaction | 901 | 3.7402 USD |
Common | Sell Transaction | 69 | 3.7403 USD |
Common | Sell Transaction | 174 | 3.7439 USD |
Common | Sell Transaction | 370 | 3.7444 USD |
Common | Sell Transaction | 60 | 3.7450 USD |
Common | Sell Transaction | 6,173 | 3.7451 USD |
Common | Sell Transaction | 1,600 | 3.7453 USD |
Common | Sell Transaction | 1,400 | 3.7457 USD |
Common | Sell Transaction | 327 | 3.7460 USD |
Common | Sell Transaction | 1,000 | 3.7460 USD |
Common | Sell Transaction | 244 | 3.7463 USD |
Common | Sell Transaction | 300 | 3.7467 USD |
Common | Sell Transaction | 1,977 | 3.7475 USD |
Common | Sell Transaction | 2,630 | 3.7481 USD |
Common | Sell Transaction | 7 | 3.7486 USD |
Common | Sell Transaction | 14 | 3.7493 USD |
Common | Sell Transaction | 954 | 3.7499 USD |
Common | Sell Transaction | 12,774 | 3.7500 USD |
Common | Sell Transaction | 798 | 3.7501 USD |
Common | Sell Transaction | 709 | 3.7506 USD |
Common | Sell Transaction | 410 | 3.7510 USD |
Common | Sell Transaction | 880 | 3.7510 USD |
Common | Sell Transaction | 900 | 3.7511 USD |
Common | Sell Transaction | 201 | 3.7518 USD |
Common | Sell Transaction | 89 | 3.7521 USD |
Common | Sell Transaction | 238 | 3.7527 USD |
Common | Sell Transaction | 52 | 3.7537 USD |
Common | Sell Transaction | 744 | 3.7542 USD |
Common | Sell Transaction | 1,000 | 3.7550 USD |
Common | Sell Transaction | 2,200 | 3.7559 USD |
Common | Sell Transaction | 557 | 3.7560 USD |
Common | Sell Transaction | 23 | 3.7561 USD |
Common | Sell Transaction | 440 | 3.7564 USD |
Common | Sell Transaction | 1,708 | 3.7564 USD |
Common | Sell Transaction | 118 | 3.7569 USD |
Common | Sell Transaction | 1,000 | 3.7580 USD |
Common | Sell Transaction | 700 | 3.7586 USD |
Common | Sell Transaction | 497 | 3.7589 USD |
Common | Sell Transaction | 1,500 | 3.7597 USD |
Common | Sell Transaction | 5,166 | 3.7599 USD |
Common | Sell Transaction | 35,543 | 3.7600 USD |
Common | Sell Transaction | 401 | 3.7602 USD |
Common | Sell Transaction | 19,650 | 3.7603 USD |
Common | Sell Transaction | 2,044 | 3.7608 USD |
Common | Sell Transaction | 1,152 | 3.7609 USD |
Common | Sell Transaction | 49,062 | 3.7610 USD |
Common | Sell Transaction | 425 | 3.7630 USD |
Common | Sell Transaction | 5,293 | 3.7634 USD |
Common | Sell Transaction | 1,521 | 3.7648 USD |
Common | Sell Transaction | 7,522 | 3.7650 USD |
Common | Sell Transaction | 979 | 3.7655 USD |
Common | Sell Transaction | 7,917 | 3.7666 USD |
Common | Sell Transaction | 400 | 3.7675 USD |
Common | Sell Transaction | 100 | 3.7689 USD |
Common | Sell Transaction | 918 | 3.7690 USD |
Common | Sell Transaction | 15 | 3.7693 USD |
Common | Sell Transaction | 1,969 | 3.7697 USD |
Common | Sell Transaction | 2,183 | 3.7700 USD |
Common | Sell Transaction | 865 | 3.7704 USD |
Common | Sell Transaction | 1,315 | 3.7723 USD |
Common | Sell Transaction | 1,400 | 3.7732 USD |
Common | Sell Transaction | 8,401 | 3.7735 USD |
Common | Sell Transaction | 600 | 3.7775 USD |
Common | Sell Transaction | 108 | 3.7800 USD |
Common | Sell Transaction | 555 | 3.7814 USD |
Common | Sell Transaction | 300 | 3.7833 USD |
Common | Sell Transaction | 4,926 | 3.7836 USD |
Common | Sell Transaction | 800 | 3.7850 USD |
Common | Sell Transaction | 3,331 | 3.7851 USD |
Common | Sell Transaction | 160 | 3.7887 USD |
Common | Sell Transaction | 609 | 3.7896 USD |
Common | Sell Transaction | 9,200 | 3.7900 USD |
Common | Sell Transaction | 2,225 | 3.7935 USD |
Common | Sell Transaction | 147 | 3.7944 USD |
Common | Sell Transaction | 0 | 3.7957 USD |
Common | Sell Transaction | 1,030 | 3.8035 USD |
Common | Sell Transaction | 4,509 | 3.8044 USD |
Common | Sell Transaction | 10 | 3.8050 USD |
Common | Sell Transaction | 1 | 3.8077 USD |
Common | Sell Transaction | 801 | 3.8200 USD |
Common | Sell Transaction | 336 | 3.8250 USD |
Common | Sell Transaction | 1,021 | 3.8278 USD |
Common | Sell Transaction | 810 | 3.8300 USD |
Common | Sell Transaction | 1,129 | 3.8329 USD |
Common | Sell Transaction | 640 | 3.8334 USD |
Common | Sell Transaction | 65 | 3.8338 USD |
Common | Sell Transaction | 200 | 3.8350 USD |
Common | Sell Transaction | 2,131 | 3.8381 USD |
Common | Sell Transaction | 522 | 3.8394 USD |
Common | Sell Transaction | 2,003 | 3.8400 USD |
Common | Sell Transaction | 9,582 | 3.8401 USD |
Common | Sell Transaction | 282 | 3.8418 USD |
Common | Sell Transaction | 135 | 3.8437 USD |
Common | Sell Transaction | 35 | 3.8449 USD |
Common | Sell Transaction | 155 | 3.8490 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 | 540 | 3.7596 USD |
Common | CFD | Reducing long position | 6,096 | 3.7596 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 | 25 | 4.0000 USD | American | 2025-Jul-18 | 0.3700 USD |
Common | Call Option | Buy Transaction | 15 | 3.0000 USD | American | 2025-May-16 | 0.9000 USD |
Common | Call Option | Buy Transaction | 10 | 3.0000 USD | American | 2025-Jul-18 | 0.9800 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: | 29 April 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 | 5,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 150,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -1,300 | 5.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -1,400 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 2,300 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 3,500 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 900 | 3.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -4,300 | 4.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 7,800 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 600 | 3.0 USD
| American
| 16/05/2025
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -9,100 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -36,100 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 200 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -500 | 3.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -9,500 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,000 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -131,200 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,800 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -118,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -200 | 7.0 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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