1st Aug 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 | 31 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: | 1,497,343 | 1.26 | 462,253 | 0.38 |
(2) Cash-settled derivatives:
| 205,187 | 0.17 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 203,200 | 0.17 | 593,500 | 0.50 |
TOTAL: | 1,905,730 | 1.60 | 1,055,753 | 0.88 |
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 | 81 | 4.3000 USD |
Common | Buy Transaction | 382 | 4.3400 USD |
Common | Buy Transaction | 940 | 4.3500 USD |
Common | Buy Transaction | 3,107 | 4.3548 USD |
Common | Buy Transaction | 944 | 4.3600 USD |
Common | Buy Transaction | 130 | 4.3604 USD |
Common | Buy Transaction | 225 | 4.3606 USD |
Common | Buy Transaction | 627 | 4.3609 USD |
Common | Buy Transaction | 3,244 | 4.3654 USD |
Common | Buy Transaction | 708 | 4.3669 USD |
Common | Buy Transaction | 519 | 4.3681 USD |
Common | Buy Transaction | 774 | 4.3700 USD |
Common | Buy Transaction | 5,293 | 4.3703 USD |
Common | Buy Transaction | 5,745 | 4.3727 USD |
Common | Buy Transaction | 2,501 | 4.3728 USD |
Common | Buy Transaction | 1,436 | 4.3743 USD |
Common | Buy Transaction | 2,804 | 4.3745 USD |
Common | Buy Transaction | 12 | 4.3750 USD |
Common | Buy Transaction | 1,179 | 4.3752 USD |
Common | Buy Transaction | 582 | 4.3756 USD |
Common | Buy Transaction | 512 | 4.3758 USD |
Common | Buy Transaction | 60 | 4.3767 USD |
Common | Buy Transaction | 25,112 | 4.3779 USD |
Common | Buy Transaction | 5,192 | 4.3794 USD |
Common | Buy Transaction | 1,935 | 4.3795 USD |
Common | Buy Transaction | 118 | 4.3800 USD |
Common | Buy Transaction | 1,719 | 4.3801 USD |
Common | Buy Transaction | 4,850 | 4.3809 USD |
Common | Buy Transaction | 606 | 4.3814 USD |
Common | Buy Transaction | 13,737 | 4.3815 USD |
Common | Buy Transaction | 17,246 | 4.3815 USD |
Common | Buy Transaction | 3,029 | 4.3817 USD |
Common | Buy Transaction | 4,269 | 4.3822 USD |
Common | Buy Transaction | 300 | 4.3833 USD |
Common | Buy Transaction | 17,368 | 4.3846 USD |
Common | Buy Transaction | 6,977 | 4.3849 USD |
Common | Buy Transaction | 196 | 4.3894 USD |
Common | Buy Transaction | 1,660 | 4.3900 USD |
Common | Buy Transaction | 1,000 | 4.3909 USD |
Common | Buy Transaction | 1,392 | 4.3925 USD |
Common | Buy Transaction | 2,086 | 4.3933 USD |
Common | Buy Transaction | 1,037 | 4.3933 USD |
Common | Buy Transaction | 1,536 | 4.3941 USD |
Common | Buy Transaction | 200 | 4.3950 USD |
Common | Buy Transaction | 6,800 | 4.3968 USD |
Common | Buy Transaction | 2,072 | 4.3972 USD |
Common | Buy Transaction | 2,860 | 4.3984 USD |
Common | Buy Transaction | 1 | 4.3986 USD |
Common | Buy Transaction | 3,398 | 4.3988 USD |
Common | Buy Transaction | 10,365 | 4.3995 USD |
Common | Buy Transaction | 1,621 | 4.3999 USD |
Common | Buy Transaction | 3,824 | 4.4000 USD |
Common | Buy Transaction | 1,965 | 4.4007 USD |
Common | Buy Transaction | 408 | 4.4008 USD |
Common | Buy Transaction | 3,254 | 4.4011 USD |
Common | Buy Transaction | 4,047 | 4.4015 USD |
Common | Buy Transaction | 2,090 | 4.4019 USD |
Common | Buy Transaction | 307 | 4.4020 USD |
Common | Buy Transaction | 500 | 4.4020 USD |
Common | Buy Transaction | 2,970 | 4.4039 USD |
Common | Buy Transaction | 1,735 | 4.4042 USD |
Common | Buy Transaction | 176 | 4.4055 USD |
Common | Buy Transaction | 3,038 | 4.4055 USD |
Common | Buy Transaction | 799 | 4.4064 USD |
Common | Buy Transaction | 2,206 | 4.4065 USD |
Common | Buy Transaction | 29 | 4.4079 USD |
Common | Buy Transaction | 3,048 | 4.4083 USD |
Common | Buy Transaction | 2,416 | 4.4100 USD |
Common | Buy Transaction | 322 | 4.4124 USD |
Common | Buy Transaction | 600 | 4.4133 USD |
Common | Buy Transaction | 218 | 4.4137 USD |
Common | Buy Transaction | 316 | 4.4139 USD |
Common | Buy Transaction | 520 | 4.4141 USD |
Common | Buy Transaction | 160 | 4.4144 USD |
Common | Buy Transaction | 1,100 | 4.4145 USD |
Common | Buy Transaction | 865 | 4.4147 USD |
Common | Buy Transaction | 22,564 | 4.4154 USD |
Common | Buy Transaction | 2,047 | 4.4163 USD |
Common | Buy Transaction | 296 | 4.4180 USD |
Common | Buy Transaction | 114 | 4.4200 USD |
Common | Buy Transaction | 2,700 | 4.4201 USD |
Common | Buy Transaction | 214 | 4.4204 USD |
Common | Buy Transaction | 49 | 4.4222 USD |
Common | Buy Transaction | 232 | 4.4223 USD |
Common | Buy Transaction | 79 | 4.4227 USD |
Common | Buy Transaction | 43 | 4.4230 USD |
Common | Buy Transaction | 10,421 | 4.4230 USD |
Common | Buy Transaction | 383 | 4.4236 USD |
Common | Buy Transaction | 369 | 4.4240 USD |
Common | Buy Transaction | 54 | 4.4244 USD |
Common | Buy Transaction | 174 | 4.4251 USD |
Common | Buy Transaction | 62 | 4.4252 USD |
Common | Buy Transaction | 2,100 | 4.4276 USD |
Common | Buy Transaction | 5,187 | 4.4300 USD |
Common | Buy Transaction | 20,159 | 4.4301 USD |
Common | Buy Transaction | 1,900 | 4.4310 USD |
Common | Buy Transaction | 1,596 | 4.4350 USD |
Common | Buy Transaction | 730 | 4.4382 USD |
Common | Buy Transaction | 201 | 4.4396 USD |
Common | Buy Transaction | 1,040 | 4.4400 USD |
Common | Buy Transaction | 29 | 4.4450 USD |
Common | Buy Transaction | 68,966 | 4.4500 USD |
Common | Buy Transaction | 400 | 4.4525 USD |
Common | Buy Transaction | 100 | 4.4700 USD |
Common | Buy Transaction | 4,161 | 4.4800 USD |
Common | Sell Transaction | 150 | 4.3500 USD |
Common | Sell Transaction | 4,600 | 4.3570 USD |
Common | Sell Transaction | 4 | 4.3575 USD |
Common | Sell Transaction | 3,774 | 4.3600 USD |
Common | Sell Transaction | 642 | 4.3618 USD |
Common | Sell Transaction | 1,600 | 4.3675 USD |
Common | Sell Transaction | 202 | 4.3700 USD |
Common | Sell Transaction | 2,297 | 4.3700 USD |
Common | Sell Transaction | 1,700 | 4.3706 USD |
Common | Sell Transaction | 243 | 4.3717 USD |
Common | Sell Transaction | 12,071 | 4.3718 USD |
Common | Sell Transaction | 551 | 4.3747 USD |
Common | Sell Transaction | 1,700 | 4.3747 USD |
Common | Sell Transaction | 2,944 | 4.3752 USD |
Common | Sell Transaction | 7,516 | 4.3756 USD |
Common | Sell Transaction | 1,404 | 4.3759 USD |
Common | Sell Transaction | 557 | 4.3759 USD |
Common | Sell Transaction | 300 | 4.3767 USD |
Common | Sell Transaction | 1,100 | 4.3773 USD |
Common | Sell Transaction | 600 | 4.3783 USD |
Common | Sell Transaction | 2,234 | 4.3790 USD |
Common | Sell Transaction | 0 | 4.3791 USD |
Common | Sell Transaction | 70 | 4.3791 USD |
Common | Sell Transaction | 208 | 4.3792 USD |
Common | Sell Transaction | 30 | 4.3793 USD |
Common | Sell Transaction | 32 | 4.3800 USD |
Common | Sell Transaction | 638 | 4.3824 USD |
Common | Sell Transaction | 17,500 | 4.3832 USD |
Common | Sell Transaction | 676 | 4.3837 USD |
Common | Sell Transaction | 500 | 4.3840 USD |
Common | Sell Transaction | 801 | 4.3842 USD |
Common | Sell Transaction | 17,368 | 4.3846 USD |
Common | Sell Transaction | 2,960 | 4.3850 USD |
Common | Sell Transaction | 1,065 | 4.3862 USD |
Common | Sell Transaction | 1,014 | 4.3867 USD |
Common | Sell Transaction | 1,000 | 4.3880 USD |
Common | Sell Transaction | 3,602 | 4.3887 USD |
Common | Sell Transaction | 165 | 4.3900 USD |
Common | Sell Transaction | 5,300 | 4.3905 USD |
Common | Sell Transaction | 1,474 | 4.3913 USD |
Common | Sell Transaction | 400 | 4.3925 USD |
Common | Sell Transaction | 1,915 | 4.3937 USD |
Common | Sell Transaction | 420 | 4.3938 USD |
Common | Sell Transaction | 2,715 | 4.3947 USD |
Common | Sell Transaction | 4,565 | 4.3953 USD |
Common | Sell Transaction | 2,434 | 4.3960 USD |
Common | Sell Transaction | 2,713 | 4.3962 USD |
Common | Sell Transaction | 4,592 | 4.3964 USD |
Common | Sell Transaction | 524 | 4.3965 USD |
Common | Sell Transaction | 1,376 | 4.3965 USD |
Common | Sell Transaction | 440 | 4.3995 USD |
Common | Sell Transaction | 8,821 | 4.4000 USD |
Common | Sell Transaction | 1,597 | 4.4004 USD |
Common | Sell Transaction | 1,000 | 4.4030 USD |
Common | Sell Transaction | 1,257 | 4.4031 USD |
Common | Sell Transaction | 555 | 4.4035 USD |
Common | Sell Transaction | 865 | 4.4040 USD |
Common | Sell Transaction | 1,591 | 4.4042 USD |
Common | Sell Transaction | 200 | 4.4050 USD |
Common | Sell Transaction | 663 | 4.4053 USD |
Common | Sell Transaction | 338 | 4.4079 USD |
Common | Sell Transaction | 526 | 4.4082 USD |
Common | Sell Transaction | 424 | 4.4083 USD |
Common | Sell Transaction | 1,066 | 4.4087 USD |
Common | Sell Transaction | 1,100 | 4.4091 USD |
Common | Sell Transaction | 504 | 4.4100 USD |
Common | Sell Transaction | 0 | 4.4102 USD |
Common | Sell Transaction | 608 | 4.4152 USD |
Common | Sell Transaction | 246 | 4.4192 USD |
Common | Sell Transaction | 2,116 | 4.4196 USD |
Common | Sell Transaction | 2,370 | 4.4199 USD |
Common | Sell Transaction | 1,905 | 4.4200 USD |
Common | Sell Transaction | 660 | 4.4211 USD |
Common | Sell Transaction | 255 | 4.4211 USD |
Common | Sell Transaction | 13 | 4.4215 USD |
Common | Sell Transaction | 106 | 4.4223 USD |
Common | Sell Transaction | 1,300 | 4.4223 USD |
Common | Sell Transaction | 19,324 | 4.4242 USD |
Common | Sell Transaction | 1,160 | 4.4247 USD |
Common | Sell Transaction | 101 | 4.4250 USD |
Common | Sell Transaction | 77 | 4.4251 USD |
Common | Sell Transaction | 229 | 4.4267 USD |
Common | Sell Transaction | 553 | 4.4267 USD |
Common | Sell Transaction | 222 | 4.4268 USD |
Common | Sell Transaction | 578 | 4.4269 USD |
Common | Sell Transaction | 1,454 | 4.4271 USD |
Common | Sell Transaction | 490 | 4.4280 USD |
Common | Sell Transaction | 1,700 | 4.4285 USD |
Common | Sell Transaction | 929 | 4.4287 USD |
Common | Sell Transaction | 286 | 4.4288 USD |
Common | Sell Transaction | 386 | 4.4291 USD |
Common | Sell Transaction | 1,608 | 4.4295 USD |
Common | Sell Transaction | 11,207 | 4.4300 USD |
Common | Sell Transaction | 377 | 4.4300 USD |
Common | Sell Transaction | 184 | 4.4305 USD |
Common | Sell Transaction | 531 | 4.4309 USD |
Common | Sell Transaction | 211 | 4.4310 USD |
Common | Sell Transaction | 500 | 4.4330 USD |
Common | Sell Transaction | 600 | 4.4333 USD |
Common | Sell Transaction | 1,907 | 4.4348 USD |
Common | Sell Transaction | 200 | 4.4350 USD |
Common | Sell Transaction | 1,640 | 4.4351 USD |
Common | Sell Transaction | 2,100 | 4.4352 USD |
Common | Sell Transaction | 1,000 | 4.4360 USD |
Common | Sell Transaction | 620 | 4.4365 USD |
Common | Sell Transaction | 961 | 4.4365 USD |
Common | Sell Transaction | 1,289 | 4.4368 USD |
Common | Sell Transaction | 554 | 4.4390 USD |
Common | Sell Transaction | 423 | 4.4394 USD |
Common | Sell Transaction | 699 | 4.4399 USD |
Common | Sell Transaction | 5,946 | 4.4400 USD |
Common | Sell Transaction | 13,081 | 4.4432 USD |
Common | Sell Transaction | 54,818 | 4.4500 USD |
Common | Sell Transaction | 5,098 | 4.4600 USD |
Common | Sell Transaction | 330 | 4.4614 USD |
Common | Sell Transaction | 8,422 | 4.4800 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 | 2,189 | 4.4002 USD |
Common | CFD | Reducing long position | 5,747 | 4.4002 USD |
Common | CFD | Reducing long position | 35,087 | 4.4160 USD |
Common | CFD | Reducing long position | 800 | 4.4400 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 | 100 | 5.0000 USD | American | 2026-07-17 | 0.8800 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-07-17 | 0.8900 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.1500 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: | 1 August 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 | 3,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -13,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -2,400 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 4,900 | 5.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 18,800 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 600 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -12,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 36,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 5,200 | 6.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -1,000 | 6.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -201,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 43,300 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -600 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -700 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -48,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -137,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 88,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -36,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -2,000 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -117,000 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,200 | 4.0 USD
| American
| 15/08/2025
|
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.
Related Shares:
Dowlais