4th 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 | 1 August 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: | 1,511,704 | 1.27 | 419,863 | 0.35 |
(2) Cash-settled derivatives:
| 164,040 | 0.13 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 203,200 | 0.17 | 593,900 | 0.50 |
TOTAL: | 1,878,944 | 1.58 | 1,013,763 | 0.85 |
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 | 2,727 | 4.2872 USD |
Common | Buy Transaction | 10 | 4.2900 USD |
Common | Buy Transaction | 3,151 | 4.2920 USD |
Common | Buy Transaction | 685 | 4.2939 USD |
Common | Buy Transaction | 2,808 | 4.2943 USD |
Common | Buy Transaction | 40 | 4.3000 USD |
Common | Buy Transaction | 439 | 4.3045 USD |
Common | Buy Transaction | 1,876 | 4.3053 USD |
Common | Buy Transaction | 1,448 | 4.3068 USD |
Common | Buy Transaction | 400 | 4.3075 USD |
Common | Buy Transaction | 1,100 | 4.3082 USD |
Common | Buy Transaction | 2,248 | 4.3095 USD |
Common | Buy Transaction | 39,690 | 4.3099 USD |
Common | Buy Transaction | 29,023 | 4.3100 USD |
Common | Buy Transaction | 6,900 | 4.3101 USD |
Common | Buy Transaction | 512 | 4.3103 USD |
Common | Buy Transaction | 2,730 | 4.3107 USD |
Common | Buy Transaction | 1,108 | 4.3108 USD |
Common | Buy Transaction | 622 | 4.3109 USD |
Common | Buy Transaction | 444 | 4.3118 USD |
Common | Buy Transaction | 1,200 | 4.3125 USD |
Common | Buy Transaction | 839 | 4.3125 USD |
Common | Buy Transaction | 3,456 | 4.3138 USD |
Common | Buy Transaction | 1,846 | 4.3141 USD |
Common | Buy Transaction | 2,463 | 4.3141 USD |
Common | Buy Transaction | 110 | 4.3141 USD |
Common | Buy Transaction | 216 | 4.3141 USD |
Common | Buy Transaction | 1,392 | 4.3143 USD |
Common | Buy Transaction | 2,222 | 4.3145 USD |
Common | Buy Transaction | 5,316 | 4.3150 USD |
Common | Buy Transaction | 25 | 4.3152 USD |
Common | Buy Transaction | 121 | 4.3154 USD |
Common | Buy Transaction | 18 | 4.3156 USD |
Common | Buy Transaction | 364 | 4.3165 USD |
Common | Buy Transaction | 72 | 4.3165 USD |
Common | Buy Transaction | 3 | 4.3167 USD |
Common | Buy Transaction | 333 | 4.3171 USD |
Common | Buy Transaction | 10,484 | 4.3178 USD |
Common | Buy Transaction | 217 | 4.3185 USD |
Common | Buy Transaction | 695 | 4.3186 USD |
Common | Buy Transaction | 14 | 4.3193 USD |
Common | Buy Transaction | 43,563 | 4.3200 USD |
Common | Buy Transaction | 1,365 | 4.3201 USD |
Common | Buy Transaction | 2,855 | 4.3220 USD |
Common | Buy Transaction | 700 | 4.3221 USD |
Common | Buy Transaction | 2,729 | 4.3227 USD |
Common | Buy Transaction | 182 | 4.3227 USD |
Common | Buy Transaction | 24,238 | 4.3229 USD |
Common | Buy Transaction | 98 | 4.3235 USD |
Common | Buy Transaction | 3,105 | 4.3245 USD |
Common | Buy Transaction | 10,363 | 4.3250 USD |
Common | Buy Transaction | 3,800 | 4.3250 USD |
Common | Buy Transaction | 55 | 4.3251 USD |
Common | Buy Transaction | 1,038 | 4.3252 USD |
Common | Buy Transaction | 2,100 | 4.3257 USD |
Common | Buy Transaction | 2,400 | 4.3258 USD |
Common | Buy Transaction | 2,218 | 4.3272 USD |
Common | Buy Transaction | 2,443 | 4.3284 USD |
Common | Buy Transaction | 450 | 4.3288 USD |
Common | Buy Transaction | 3,221 | 4.3300 USD |
Common | Buy Transaction | 524 | 4.3303 USD |
Common | Buy Transaction | 617 | 4.3307 USD |
Common | Buy Transaction | 1,949 | 4.3313 USD |
Common | Buy Transaction | 272 | 4.3313 USD |
Common | Buy Transaction | 1,011 | 4.3322 USD |
Common | Buy Transaction | 1,300 | 4.3323 USD |
Common | Buy Transaction | 1,200 | 4.3326 USD |
Common | Buy Transaction | 975 | 4.3326 USD |
Common | Buy Transaction | 700 | 4.3329 USD |
Common | Buy Transaction | 2,200 | 4.3340 USD |
Common | Buy Transaction | 307 | 4.3348 USD |
Common | Buy Transaction | 3,300 | 4.3350 USD |
Common | Buy Transaction | 2,700 | 4.3352 USD |
Common | Buy Transaction | 1,100 | 4.3355 USD |
Common | Buy Transaction | 39,842 | 4.3358 USD |
Common | Buy Transaction | 793 | 4.3366 USD |
Common | Buy Transaction | 2,505 | 4.3368 USD |
Common | Buy Transaction | 447 | 4.3370 USD |
Common | Buy Transaction | 1,363 | 4.3371 USD |
Common | Buy Transaction | 4,536 | 4.3375 USD |
Common | Buy Transaction | 311 | 4.3389 USD |
Common | Buy Transaction | 31 | 4.3394 USD |
Common | Buy Transaction | 1,892 | 4.3394 USD |
Common | Buy Transaction | 2 | 4.3397 USD |
Common | Buy Transaction | 109 | 4.3399 USD |
Common | Buy Transaction | 470 | 4.3400 USD |
Common | Buy Transaction | 438 | 4.3406 USD |
Common | Buy Transaction | 51 | 4.3408 USD |
Common | Buy Transaction | 2,485 | 4.3410 USD |
Common | Buy Transaction | 3,195 | 4.3425 USD |
Common | Buy Transaction | 400 | 4.3425 USD |
Common | Buy Transaction | 1,889 | 4.3426 USD |
Common | Buy Transaction | 800 | 4.3438 USD |
Common | Buy Transaction | 2,492 | 4.3441 USD |
Common | Buy Transaction | 600 | 4.3467 USD |
Common | Buy Transaction | 181 | 4.3477 USD |
Common | Buy Transaction | 5,132 | 4.3486 USD |
Common | Buy Transaction | 270 | 4.3500 USD |
Common | Buy Transaction | 327 | 4.3509 USD |
Common | Buy Transaction | 7 | 4.3600 USD |
Common | Buy Transaction | 3 | 4.3633 USD |
Common | Buy Transaction | 1,339 | 4.3700 USD |
Common | Buy Transaction | 724 | 4.3745 USD |
Common | Buy Transaction | 842 | 4.3776 USD |
Common | Buy Transaction | 1,400 | 4.3800 USD |
Common | Sell Transaction | 0 | 4.2784 USD |
Common | Sell Transaction | 3 | 4.2800 USD |
Common | Sell Transaction | 10 | 4.2900 USD |
Common | Sell Transaction | 390 | 4.3000 USD |
Common | Sell Transaction | 380 | 4.3004 USD |
Common | Sell Transaction | 4,800 | 4.3050 USD |
Common | Sell Transaction | 104 | 4.3062 USD |
Common | Sell Transaction | 238 | 4.3062 USD |
Common | Sell Transaction | 106 | 4.3075 USD |
Common | Sell Transaction | 999 | 4.3080 USD |
Common | Sell Transaction | 17,210 | 4.3100 USD |
Common | Sell Transaction | 352 | 4.3111 USD |
Common | Sell Transaction | 1,115 | 4.3114 USD |
Common | Sell Transaction | 4,935 | 4.3128 USD |
Common | Sell Transaction | 714 | 4.3131 USD |
Common | Sell Transaction | 1,534 | 4.3136 USD |
Common | Sell Transaction | 400 | 4.3150 USD |
Common | Sell Transaction | 377 | 4.3150 USD |
Common | Sell Transaction | 341 | 4.3152 USD |
Common | Sell Transaction | 6,791 | 4.3153 USD |
Common | Sell Transaction | 185 | 4.3157 USD |
Common | Sell Transaction | 434 | 4.3167 USD |
Common | Sell Transaction | 166 | 4.3167 USD |
Common | Sell Transaction | 445 | 4.3169 USD |
Common | Sell Transaction | 1,155 | 4.3169 USD |
Common | Sell Transaction | 165 | 4.3170 USD |
Common | Sell Transaction | 475 | 4.3176 USD |
Common | Sell Transaction | 1,236 | 4.3176 USD |
Common | Sell Transaction | 84 | 4.3176 USD |
Common | Sell Transaction | 235 | 4.3180 USD |
Common | Sell Transaction | 100 | 4.3182 USD |
Common | Sell Transaction | 100 | 4.3184 USD |
Common | Sell Transaction | 101 | 4.3186 USD |
Common | Sell Transaction | 90 | 4.3190 USD |
Common | Sell Transaction | 501 | 4.3193 USD |
Common | Sell Transaction | 2,001 | 4.3199 USD |
Common | Sell Transaction | 1,162 | 4.3199 USD |
Common | Sell Transaction | 44,467 | 4.3200 USD |
Common | Sell Transaction | 1,604 | 4.3201 USD |
Common | Sell Transaction | 742 | 4.3203 USD |
Common | Sell Transaction | 1,906 | 4.3203 USD |
Common | Sell Transaction | 2,350 | 4.3203 USD |
Common | Sell Transaction | 3,419 | 4.3208 USD |
Common | Sell Transaction | 1,800 | 4.3211 USD |
Common | Sell Transaction | 673 | 4.3221 USD |
Common | Sell Transaction | 208 | 4.3227 USD |
Common | Sell Transaction | 2,200 | 4.3227 USD |
Common | Sell Transaction | 736 | 4.3229 USD |
Common | Sell Transaction | 118 | 4.3233 USD |
Common | Sell Transaction | 303 | 4.3233 USD |
Common | Sell Transaction | 558 | 4.3242 USD |
Common | Sell Transaction | 980 | 4.3246 USD |
Common | Sell Transaction | 1,300 | 4.3250 USD |
Common | Sell Transaction | 1,117 | 4.3254 USD |
Common | Sell Transaction | 2,939 | 4.3254 USD |
Common | Sell Transaction | 887 | 4.3256 USD |
Common | Sell Transaction | 501 | 4.3261 USD |
Common | Sell Transaction | 31,237 | 4.3268 USD |
Common | Sell Transaction | 342 | 4.3273 USD |
Common | Sell Transaction | 230 | 4.3274 USD |
Common | Sell Transaction | 23,946 | 4.3277 USD |
Common | Sell Transaction | 281 | 4.3282 USD |
Common | Sell Transaction | 605 | 4.3282 USD |
Common | Sell Transaction | 108 | 4.3285 USD |
Common | Sell Transaction | 5,776 | 4.3297 USD |
Common | Sell Transaction | 2,400 | 4.3300 USD |
Common | Sell Transaction | 297 | 4.3302 USD |
Common | Sell Transaction | 731 | 4.3305 USD |
Common | Sell Transaction | 3,698 | 4.3310 USD |
Common | Sell Transaction | 2,051 | 4.3311 USD |
Common | Sell Transaction | 1,981 | 4.3312 USD |
Common | Sell Transaction | 292 | 4.3323 USD |
Common | Sell Transaction | 113 | 4.3324 USD |
Common | Sell Transaction | 11,691 | 4.3338 USD |
Common | Sell Transaction | 1,065 | 4.3344 USD |
Common | Sell Transaction | 3,181 | 4.3349 USD |
Common | Sell Transaction | 2,587 | 4.3359 USD |
Common | Sell Transaction | 25,596 | 4.3375 USD |
Common | Sell Transaction | 575 | 4.3381 USD |
Common | Sell Transaction | 62 | 4.3394 USD |
Common | Sell Transaction | 9,359 | 4.3400 USD |
Common | Sell Transaction | 1,002 | 4.3430 USD |
Common | Sell Transaction | 500 | 4.3450 USD |
Common | Sell Transaction | 15 | 4.3453 USD |
Common | Sell Transaction | 110 | 4.3468 USD |
Common | Sell Transaction | 3,400 | 4.3476 USD |
Common | Sell Transaction | 500 | 4.3480 USD |
Common | Sell Transaction | 7,500 | 4.3493 USD |
Common | Sell Transaction | 1,224 | 4.3500 USD |
Common | Sell Transaction | 751 | 4.3513 USD |
Common | Sell Transaction | 2,373 | 4.3513 USD |
Common | Sell Transaction | 500 | 4.3540 USD |
Common | Sell Transaction | 350 | 4.3550 USD |
Common | Sell Transaction | 1,895 | 4.3593 USD |
Common | Sell Transaction | 46 | 4.3600 USD |
Common | Sell Transaction | 200 | 4.3650 USD |
Common | Sell Transaction | 5,550 | 4.3700 USD |
Common | Sell Transaction | 100 | 4.3750 USD |
Common | Sell Transaction | 101 | 4.3800 USD |
Common | Sell Transaction | 6 | 4.3900 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 | 3,110 | 4.3184 USD |
Common | CFD | Reducing long position | 38,037 | 4.3242 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 | 4.0000 USD | American | 2025-08-15 | 0.3500 USD |
Common | Put Option | Sell Transaction | 500 | 4.0000 USD | American | 2025-08-15 | 0.1500 USD |
Common | Call Option | Sell Transaction | 1,000 | 4.0000 USD | American | 2025-08-15 | 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: | 4 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 | Put Option | Purchased | -1,000 | 6.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 5,200 | 6.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -1,900 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 36,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 600 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 4,900 | 5.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -600 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -13,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 43,300 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -12,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 300 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 3,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 18,800 | 4.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -201,400 | 4.0 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 | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -48,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 88,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -117,000 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,100 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Sold | -36,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -700 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,000 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -137,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
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.
Related Shares:
Dowlais