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Form 8.3 - American Axle & Manufacturing Holdings

3rd Apr 2025 15:00

RNS Number : 5726D
Citadel Group
03 April 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

2 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:

801,529

0.67

251,057

0.21

(2) Cash-settled derivatives:

 

103,771

0.08

0

0.00

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

2,048,900

1.73

593,300

0.50

 

TOTAL:

2,954,200

2.49

844,357

0.71

 

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

132

3.7300 USD

Common

Buy Transaction

200

3.7600 USD

Common

Buy Transaction

81

3.7660 USD

Common

Buy Transaction

3,101

3.8200 USD

Common

Buy Transaction

296

3.8372 USD

Common

Buy Transaction

300

3.8400 USD

Common

Buy Transaction

186

3.8446 USD

Common

Buy Transaction

200

3.8450 USD

Common

Buy Transaction

694

3.8456 USD

Common

Buy Transaction

842

3.8470 USD

Common

Buy Transaction

1,373

3.8566 USD

Common

Buy Transaction

838

3.8580 USD

Common

Buy Transaction

211

3.8600 USD

Common

Buy Transaction

766

3.8600 USD

Common

Buy Transaction

825

3.8613 USD

Common

Buy Transaction

612

3.8637 USD

Common

Buy Transaction

1,180

3.8650 USD

Common

Buy Transaction

573

3.8671 USD

Common

Buy Transaction

839

3.8691 USD

Common

Buy Transaction

15,384

3.8744 USD

Common

Buy Transaction

1,027

3.8768 USD

Common

Buy Transaction

774

3.8796 USD

Common

Buy Transaction

100

3.8800 USD

Common

Buy Transaction

117

3.8813 USD

Common

Buy Transaction

3,024

3.8815 USD

Common

Buy Transaction

2,465

3.8852 USD

Common

Buy Transaction

803

3.8866 USD

Common

Buy Transaction

415

3.8883 USD

Common

Buy Transaction

1,634

3.8899 USD

Common

Buy Transaction

904

3.8914 USD

Common

Buy Transaction

981

3.8923 USD

Common

Buy Transaction

11,700

3.8925 USD

Common

Buy Transaction

599

3.8968 USD

Common

Buy Transaction

38

3.8976 USD

Common

Buy Transaction

1,064

3.8999 USD

Common

Buy Transaction

1,696

3.9014 USD

Common

Buy Transaction

1,764

3.9026 USD

Common

Buy Transaction

299

3.9032 USD

Common

Buy Transaction

1,398

3.9047 USD

Common

Buy Transaction

200

3.9050 USD

Common

Buy Transaction

5,793

3.9086 USD

Common

Buy Transaction

901

3.9088 USD

Common

Buy Transaction

200

3.9090 USD

Common

Buy Transaction

500

3.9100 USD

Common

Buy Transaction

23

3.9104 USD

Common

Buy Transaction

200

3.9150 USD

Common

Buy Transaction

1,000

3.9170 USD

Common

Buy Transaction

190

3.9184 USD

Common

Buy Transaction

323

3.9198 USD

Common

Buy Transaction

500

3.9200 USD

Common

Buy Transaction

9,073

3.9212 USD

Common

Buy Transaction

700

3.9214 USD

Common

Buy Transaction

2,441

3.9223 USD

Common

Buy Transaction

3,441

3.9229 USD

Common

Buy Transaction

121

3.9235 USD

Common

Buy Transaction

200

3.9250 USD

Common

Buy Transaction

163

3.9251 USD

Common

Buy Transaction

1,238

3.9252 USD

Common

Buy Transaction

3,064

3.9258 USD

Common

Buy Transaction

721

3.9267 USD

Common

Buy Transaction

100

3.9300 USD

Common

Buy Transaction

357

3.9308 USD

Common

Buy Transaction

12

3.9308 USD

Common

Buy Transaction

980

3.9309 USD

Common

Buy Transaction

5,330

3.9311 USD

Common

Buy Transaction

3,477

3.9313 USD

Common

Buy Transaction

1,588

3.9329 USD

Common

Buy Transaction

800

3.9337 USD

Common

Buy Transaction

657

3.9342 USD

Common

Buy Transaction

127

3.9350 USD

Common

Buy Transaction

1,300

3.9354 USD

Common

Buy Transaction

423

3.9361 USD

Common

Buy Transaction

1,319

3.9364 USD

Common

Buy Transaction

373

3.9366 USD

Common

Buy Transaction

36

3.9367 USD

Common

Buy Transaction

197

3.9378 USD

Common

Buy Transaction

4,922

3.9400 USD

Common

Buy Transaction

405

3.9402 USD

Common

Buy Transaction

3,604

3.9424 USD

Common

Buy Transaction

3,100

3.9426 USD

Common

Buy Transaction

2,793

3.9427 USD

Common

Buy Transaction

906

3.9434 USD

Common

Buy Transaction

1,700

3.9450 USD

Common

Buy Transaction

2,574

3.9457 USD

Common

Buy Transaction

22

3.9459 USD

Common

Buy Transaction

241

3.9464 USD

Common

Buy Transaction

823

3.9493 USD

Common

Buy Transaction

14,132

3.9500 USD

Common

Buy Transaction

274

3.9525 USD

Common

Buy Transaction

1,185

3.9535 USD

Common

Buy Transaction

400

3.9537 USD

Common

Buy Transaction

600

3.9550 USD

Common

Buy Transaction

1,133

3.9551 USD

Common

Buy Transaction

38

3.9579 USD

Common

Buy Transaction

50

3.9590 USD

Common

Buy Transaction

3,946

3.9600 USD

Common

Buy Transaction

67

3.9609 USD

Common

Buy Transaction

20

3.9650 USD

Common

Buy Transaction

4,000

3.9700 USD

Common

Buy Transaction

1,024

3.9703 USD

Common

Buy Transaction

32

3.9709 USD

Common

Buy Transaction

200

3.9750 USD

Common

Buy Transaction

1,100

3.9795 USD

Common

Buy Transaction

432

3.9800 USD

Common

DVP Transaction

627

3.7300 USD

Common

DVP Transaction

40

3.7600 USD

Common

DVP Transaction

100

3.7800 USD

Common

DVP Transaction

286

3.8100 USD

Common

DVP Transaction

2,091

3.8189 USD

Common

DVP Transaction

8,528

3.8207 USD

Common

DVP Transaction

160

3.8300 USD

Common

DVP Transaction

1,180

3.8650 USD

Common

DVP Transaction

62

3.8750 USD

Common

DVP Transaction

4,357

3.9500 USD

Common

DVP Transaction

130

3.9969 USD

Common

RVP Transaction

662

3.7289 USD

Common

RVP Transaction

256

3.7881 USD

Common

RVP Transaction

180

3.8100 USD

Common

RVP Transaction

8,480

3.8200 USD

Common

RVP Transaction

2,046

3.8211 USD

Common

RVP Transaction

222

3.8426 USD

Common

RVP Transaction

1,180

3.8650 USD

Common

RVP Transaction

4,365

3.9500 USD

Common

RVP Transaction

80

3.9700 USD

Common

RVP Transaction

90

4.0000 USD

Common

Sell Transaction

373

3.7299 USD

Common

Sell Transaction

100

3.7450 USD

Common

Sell Transaction

55

3.7600 USD

Common

Sell Transaction

4

3.7700 USD

Common

Sell Transaction

26

3.7788 USD

Common

Sell Transaction

351

3.7800 USD

Common

Sell Transaction

100

3.7999 USD

Common

Sell Transaction

2

3.8100 USD

Common

Sell Transaction

2,733

3.8200 USD

Common

Sell Transaction

1

3.8286 USD

Common

Sell Transaction

243

3.8288 USD

Common

Sell Transaction

27

3.8293 USD

Common

Sell Transaction

500

3.8300 USD

Common

Sell Transaction

800

3.8350 USD

Common

Sell Transaction

500

3.8360 USD

Common

Sell Transaction

202

3.8362 USD

Common

Sell Transaction

273

3.8364 USD

Common

Sell Transaction

700

3.8386 USD

Common

Sell Transaction

2,000

3.8394 USD

Common

Sell Transaction

1,241

3.8400 USD

Common

Sell Transaction

393

3.8453 USD

Common

Sell Transaction

315

3.8459 USD

Common

Sell Transaction

300

3.8467 USD

Common

Sell Transaction

1,290

3.8480 USD

Common

Sell Transaction

600

3.8483 USD

Common

Sell Transaction

1,598

3.8499 USD

Common

Sell Transaction

600

3.8500 USD

Common

Sell Transaction

207

3.8506 USD

Common

Sell Transaction

3,558

3.8522 USD

Common

Sell Transaction

600

3.8550 USD

Common

Sell Transaction

15

3.8593 USD

Common

Sell Transaction

977

3.8600 USD

Common

Sell Transaction

1

3.8602 USD

Common

Sell Transaction

3,476

3.8633 USD

Common

Sell Transaction

200

3.8650 USD

Common

Sell Transaction

300

3.8667 USD

Common

Sell Transaction

1

3.8700 USD

Common

Sell Transaction

6,507

3.8700 USD

Common

Sell Transaction

9,097

3.8778 USD

Common

Sell Transaction

257

3.8795 USD

Common

Sell Transaction

701

3.8800 USD

Common

Sell Transaction

544

3.8800 USD

Common

Sell Transaction

500

3.8850 USD

Common

Sell Transaction

75

3.8861 USD

Common

Sell Transaction

393

3.8900 USD

Common

Sell Transaction

1,606

3.8924 USD

Common

Sell Transaction

1,243

3.8932 USD

Common

Sell Transaction

1,016

3.8936 USD

Common

Sell Transaction

2,633

3.8936 USD

Common

Sell Transaction

860

3.8969 USD

Common

Sell Transaction

1

3.9000 USD

Common

Sell Transaction

1,190

3.9011 USD

Common

Sell Transaction

149

3.9036 USD

Common

Sell Transaction

2,602

3.9042 USD

Common

Sell Transaction

1,746

3.9058 USD

Common

Sell Transaction

70

3.9073 USD

Common

Sell Transaction

489

3.9079 USD

Common

Sell Transaction

400

3.9090 USD

Common

Sell Transaction

200

3.9100 USD

Common

Sell Transaction

1,096

3.9108 USD

Common

Sell Transaction

11

3.9109 USD

Common

Sell Transaction

899

3.9115 USD

Common

Sell Transaction

700

3.9143 USD

Common

Sell Transaction

100

3.9150 USD

Common

Sell Transaction

1,209

3.9178 USD

Common

Sell Transaction

5,288

3.9183 USD

Common

Sell Transaction

698

3.9226 USD

Common

Sell Transaction

53

3.9254 USD

Common

Sell Transaction

27

3.9276 USD

Common

Sell Transaction

376

3.9280 USD

Common

Sell Transaction

4,561

3.9298 USD

Common

Sell Transaction

200

3.9300 USD

Common

Sell Transaction

124

3.9319 USD

Common

Sell Transaction

469

3.9322 USD

Common

Sell Transaction

3,997

3.9335 USD

Common

Sell Transaction

43

3.9359 USD

Common

Sell Transaction

5,175

3.9388 USD

Common

Sell Transaction

393

3.9389 USD

Common

Sell Transaction

243

3.9399 USD

Common

Sell Transaction

5,976

3.9400 USD

Common

Sell Transaction

1,102

3.9411 USD

Common

Sell Transaction

45

3.9416 USD

Common

Sell Transaction

215

3.9423 USD

Common

Sell Transaction

2,714

3.9447 USD

Common

Sell Transaction

5,152

3.9458 USD

Common

Sell Transaction

17,812

3.9460 USD

Common

Sell Transaction

128

3.9491 USD

Common

Sell Transaction

937

3.9493 USD

Common

Sell Transaction

13,888

3.9500 USD

Common

Sell Transaction

3,096

3.9502 USD

Common

Sell Transaction

5,533

3.9507 USD

Common

Sell Transaction

17,915

3.9522 USD

Common

Sell Transaction

583

3.9551 USD

Common

Sell Transaction

690

3.9552 USD

Common

Sell Transaction

124

3.9561 USD

Common

Sell Transaction

4,353

3.9600 USD

Common

Sell Transaction

274

3.9610 USD

Common

Sell Transaction

585

3.9692 USD

Common

Sell Transaction

15

3.9693 USD

Common

Sell Transaction

3,800

3.9700 USD

Common

Sell Transaction

100

3.9750 USD

Common

Sell Transaction

357

3.9800 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

600

3.8100 USD

Common

CFD

Reducing long position

464

3.8241 USD

Common

CFD

Reducing long position

15,563

3.9114 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

Sell Transaction

2

4.0000 USD

American

2025-Apr-17

0.2000 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:

3 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

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

6,000

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-11,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

4.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

900

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-1,000

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-5,800

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

1,000,000

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

1,300

5.0 USD

 

American

 

16/05/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

6,800

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-9,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

74,900

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

5,100

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-118,300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-100,900

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-500

3.0 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.

 

 

 

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