14th Jul 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 | 11 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: | 2,062,022 | 1.73 | 0 | 0.00 |
(2) Cash-settled derivatives:
| 533,034 | 0.44 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 1,002,700 | 0.84 | 1,375,600 | 1.15 |
TOTAL: | 3,597,756 | 3.03 | 1,375,600 | 1.15 |
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 | 395 | 4.3400 USD |
Common | Buy Transaction | 1,559 | 4.3486 USD |
Common | Buy Transaction | 2,000 | 4.3490 USD |
Common | Buy Transaction | 100 | 4.3500 USD |
Common | Buy Transaction | 400 | 4.3575 USD |
Common | Buy Transaction | 1 | 4.3600 USD |
Common | Buy Transaction | 1,018 | 4.3607 USD |
Common | Buy Transaction | 382 | 4.3617 USD |
Common | Buy Transaction | 600 | 4.3650 USD |
Common | Buy Transaction | 700 | 4.3671 USD |
Common | Buy Transaction | 2,400 | 4.3688 USD |
Common | Buy Transaction | 3,999 | 4.3700 USD |
Common | Buy Transaction | 2,980 | 4.3700 USD |
Common | Buy Transaction | 2,000 | 4.3705 USD |
Common | Buy Transaction | 8,015 | 4.3708 USD |
Common | Buy Transaction | 1,200 | 4.3708 USD |
Common | Buy Transaction | 3,208 | 4.3722 USD |
Common | Buy Transaction | 1,300 | 4.3723 USD |
Common | Buy Transaction | 7,903 | 4.3743 USD |
Common | Buy Transaction | 570 | 4.3765 USD |
Common | Buy Transaction | 7,319 | 4.3786 USD |
Common | Buy Transaction | 12,390 | 4.3826 USD |
Common | Buy Transaction | 300 | 4.3833 USD |
Common | Buy Transaction | 2,037 | 4.3860 USD |
Common | Buy Transaction | 691 | 4.3887 USD |
Common | Buy Transaction | 1,501 | 4.3900 USD |
Common | Buy Transaction | 13,641 | 4.3905 USD |
Common | Buy Transaction | 2,580 | 4.3905 USD |
Common | Buy Transaction | 3,193 | 4.3906 USD |
Common | Buy Transaction | 1,383 | 4.3907 USD |
Common | Buy Transaction | 1 | 4.3927 USD |
Common | Buy Transaction | 831 | 4.3946 USD |
Common | Buy Transaction | 434 | 4.3951 USD |
Common | Buy Transaction | 9,685 | 4.3971 USD |
Common | Buy Transaction | 12,016 | 4.3977 USD |
Common | Buy Transaction | 671 | 4.3981 USD |
Common | Buy Transaction | 576 | 4.4000 USD |
Common | Buy Transaction | 1,056 | 4.4006 USD |
Common | Buy Transaction | 299 | 4.4013 USD |
Common | Buy Transaction | 4,627 | 4.4016 USD |
Common | Buy Transaction | 2,158 | 4.4017 USD |
Common | Buy Transaction | 239 | 4.4018 USD |
Common | Buy Transaction | 3 | 4.4033 USD |
Common | Buy Transaction | 10,200 | 4.4053 USD |
Common | Buy Transaction | 3,591 | 4.4060 USD |
Common | Buy Transaction | 782 | 4.4065 USD |
Common | Buy Transaction | 11,092 | 4.4066 USD |
Common | Buy Transaction | 770 | 4.4068 USD |
Common | Buy Transaction | 1 | 4.4079 USD |
Common | Buy Transaction | 3,543 | 4.4083 USD |
Common | Buy Transaction | 3,200 | 4.4090 USD |
Common | Buy Transaction | 919 | 4.4095 USD |
Common | Buy Transaction | 4,258 | 4.4099 USD |
Common | Buy Transaction | 40,376 | 4.4100 USD |
Common | Buy Transaction | 1,317 | 4.4111 USD |
Common | Buy Transaction | 20 | 4.4125 USD |
Common | Buy Transaction | 1,238 | 4.4128 USD |
Common | Buy Transaction | 1,400 | 4.4136 USD |
Common | Buy Transaction | 200 | 4.4137 USD |
Common | Buy Transaction | 2,584 | 4.4145 USD |
Common | Buy Transaction | 1,110 | 4.4150 USD |
Common | Buy Transaction | 1,145 | 4.4167 USD |
Common | Buy Transaction | 1 | 4.4178 USD |
Common | Buy Transaction | 326 | 4.4192 USD |
Common | Buy Transaction | 1,278 | 4.4198 USD |
Common | Buy Transaction | 2,255 | 4.4200 USD |
Common | Buy Transaction | 2,000 | 4.4215 USD |
Common | Buy Transaction | 261 | 4.4234 USD |
Common | Buy Transaction | 1,183 | 4.4251 USD |
Common | Buy Transaction | 120 | 4.4267 USD |
Common | Buy Transaction | 8,008 | 4.4268 USD |
Common | Buy Transaction | 8,472 | 4.4282 USD |
Common | Buy Transaction | 22,671 | 4.4284 USD |
Common | Buy Transaction | 2,109 | 4.4286 USD |
Common | Buy Transaction | 3,451 | 4.4300 USD |
Common | Buy Transaction | 758 | 4.4301 USD |
Common | Buy Transaction | 700 | 4.4321 USD |
Common | Buy Transaction | 721 | 4.4322 USD |
Common | Buy Transaction | 357 | 4.4340 USD |
Common | Buy Transaction | 500 | 4.4360 USD |
Common | Buy Transaction | 1,300 | 4.4385 USD |
Common | Buy Transaction | 100 | 4.4400 USD |
Common | Buy Transaction | 112 | 4.4500 USD |
Common | DVP Transaction | 1 | 4.3700 USD |
Common | DVP Transaction | 1 | 4.4000 USD |
Common | DVP Transaction | 27,350 | 4.4100 USD |
Common | DVP Transaction | 2 | 4.4150 USD |
Common | DVP Transaction | 2,485 | 4.4200 USD |
Common | RVP Transaction | 1 | 4.3700 USD |
Common | RVP Transaction | 1 | 4.4000 USD |
Common | RVP Transaction | 27,351 | 4.4100 USD |
Common | RVP Transaction | 2,486 | 4.4200 USD |
Common | Sell Transaction | 0 | 4.3400 USD |
Common | Sell Transaction | 800 | 4.3600 USD |
Common | Sell Transaction | 1,006 | 4.3604 USD |
Common | Sell Transaction | 890 | 4.3638 USD |
Common | Sell Transaction | 1,003 | 4.3700 USD |
Common | Sell Transaction | 7,264 | 4.3710 USD |
Common | Sell Transaction | 1,184 | 4.3768 USD |
Common | Sell Transaction | 200 | 4.3800 USD |
Common | Sell Transaction | 370 | 4.3808 USD |
Common | Sell Transaction | 2,169 | 4.3827 USD |
Common | Sell Transaction | 1,301 | 4.3850 USD |
Common | Sell Transaction | 14 | 4.3857 USD |
Common | Sell Transaction | 669 | 4.3868 USD |
Common | Sell Transaction | 430 | 4.3868 USD |
Common | Sell Transaction | 387 | 4.3892 USD |
Common | Sell Transaction | 1,926 | 4.3900 USD |
Common | Sell Transaction | 312 | 4.3908 USD |
Common | Sell Transaction | 1,956 | 4.3936 USD |
Common | Sell Transaction | 100 | 4.3950 USD |
Common | Sell Transaction | 300 | 4.3967 USD |
Common | Sell Transaction | 1,126 | 4.3967 USD |
Common | Sell Transaction | 76 | 4.3989 USD |
Common | Sell Transaction | 1,200 | 4.4000 USD |
Common | Sell Transaction | 1,063 | 4.4007 USD |
Common | Sell Transaction | 395 | 4.4011 USD |
Common | Sell Transaction | 3,086 | 4.4017 USD |
Common | Sell Transaction | 1,000 | 4.4020 USD |
Common | Sell Transaction | 700 | 4.4021 USD |
Common | Sell Transaction | 5,281 | 4.4063 USD |
Common | Sell Transaction | 4,800 | 4.4065 USD |
Common | Sell Transaction | 2,200 | 4.4073 USD |
Common | Sell Transaction | 3,025 | 4.4093 USD |
Common | Sell Transaction | 700 | 4.4093 USD |
Common | Sell Transaction | 1,919 | 4.4095 USD |
Common | Sell Transaction | 13,155 | 4.4095 USD |
Common | Sell Transaction | 2,795 | 4.4099 USD |
Common | Sell Transaction | 64,319 | 4.4100 USD |
Common | Sell Transaction | 8,953 | 4.4102 USD |
Common | Sell Transaction | 1,529 | 4.4106 USD |
Common | Sell Transaction | 15,958 | 4.4112 USD |
Common | Sell Transaction | 5,448 | 4.4118 USD |
Common | Sell Transaction | 9 | 4.4122 USD |
Common | Sell Transaction | 20,796 | 4.4139 USD |
Common | Sell Transaction | 211 | 4.4147 USD |
Common | Sell Transaction | 2 | 4.4150 USD |
Common | Sell Transaction | 1,630 | 4.4167 USD |
Common | Sell Transaction | 21,890 | 4.4168 USD |
Common | Sell Transaction | 2,000 | 4.4170 USD |
Common | Sell Transaction | 261 | 4.4192 USD |
Common | Sell Transaction | 226 | 4.4200 USD |
Common | Sell Transaction | 2,002 | 4.4219 USD |
Common | Sell Transaction | 5,200 | 4.4229 USD |
Common | Sell Transaction | 0 | 4.4245 USD |
Common | Sell Transaction | 1,466 | 4.4257 USD |
Common | Sell Transaction | 8,855 | 4.4275 USD |
Common | Sell Transaction | 1,942 | 4.4290 USD |
Common | Sell Transaction | 443 | 4.4300 USD |
Common | Sell Transaction | 3,800 | 4.4305 USD |
Common | Sell Transaction | 184 | 4.4317 USD |
Common | Sell Transaction | 500 | 4.4340 USD |
Common | Sell Transaction | 467 | 4.4346 USD |
Common | Sell Transaction | 200 | 4.4350 USD |
Common | Sell Transaction | 1,666 | 4.4364 USD |
Common | Sell Transaction | 11 | 4.4400 USD |
Common | Sell Transaction | 417 | 4.4402 USD |
Common | Sell Transaction | 1,425 | 4.4408 USD |
Common | Sell Transaction | 14,623 | 4.4412 USD |
Common | Sell Transaction | 1,948 | 4.4454 USD |
Common | Sell Transaction | 109 | 4.4456 USD |
Common | Sell Transaction | 3,658 | 4.4498 USD |
Common | Sell Transaction | 2,000 | 4.4500 USD |
Common | Sell Transaction | 1,927 | 4.4511 USD |
Common | Sell Transaction | 3,100 | 4.4513 USD |
Common | Sell Transaction | 447 | 4.4574 USD |
Common | Sell Transaction | 4,900 | 4.4590 USD |
Common | Sell Transaction | 204 | 4.4600 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 | Increasing long position | 24,189 | 4.3946 USD |
Common | CFD | Increasing long position | 13,116 | 4.3994 USD |
Common | CFD | Increasing long position | 750 | 4.4110 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 | Put Option | Buy Transaction | 20 | 4.0000 USD | American | 2025-Aug-15 | 0.1900 USD |
Common | Call Option | Buy Transaction | 2 | 5.0000 USD | American | 2025-Oct-17 | 0.3500 USD |
Common | Call Option | DVP Transaction | 3 | 5.0000 USD | American | 2025-Jul-18 | 0.0500 USD |
Common | Put Option | DVP Transaction | 20 | 4.0000 USD | American | 2025-Aug-15 | 0.1900 USD |
Common | Call Option | DVP Transaction | 2 | 5.0000 USD | American | 2025-Oct-17 | 0.3500 USD |
Common | Call Option | RVP Transaction | 3 | 5.0000 USD | American | 2025-Jul-18 | 0.0500 USD |
Common | Put Option | RVP Transaction | 20 | 4.0000 USD | American | 2025-Aug-15 | 0.1900 USD |
Common | Call Option | RVP Transaction | 2 | 5.0000 USD | American | 2025-Oct-17 | 0.3500 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) |
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|
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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: | 14 July 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 | 2,000 | 3.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 17,300 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 270,900 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 2,900 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -11,900 | 4.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -700 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -13,100 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -2,300 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -12,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 10,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -201,600 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 2,500 | 5.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -7,200 | 3.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -8,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Put Option | Sold | 300 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -37,000 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 91,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -106,500 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 2,600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -159,900 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,600 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -700 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -118,200 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -651,300 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,500 | 4.0 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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