22nd Apr 2025 07:00
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 | 17 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: | 431,487 | 0.36 | 417,073 | 0.35 |
(2) Cash-settled derivatives:
| 83,851 | 0.07 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 2,109,500 | 1.78 | 597,200 | 0.50 |
TOTAL: | 2,624,838 | 2.21 | 1,014,273 | 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 | 700 | 3.2400 USD |
Common | Buy Transaction | 301 | 3.2401 USD |
Common | Buy Transaction | 200 | 3.2410 USD |
Common | Buy Transaction | 290 | 3.2425 USD |
Common | Buy Transaction | 22 | 3.2482 USD |
Common | Buy Transaction | 4,810 | 3.2500 USD |
Common | Buy Transaction | 3,100 | 3.2516 USD |
Common | Buy Transaction | 415 | 3.2550 USD |
Common | Buy Transaction | 17 | 3.2591 USD |
Common | Buy Transaction | 478 | 3.2600 USD |
Common | Buy Transaction | 160 | 3.2610 USD |
Common | Buy Transaction | 210 | 3.2614 USD |
Common | Buy Transaction | 821 | 3.2626 USD |
Common | Buy Transaction | 14,633 | 3.2634 USD |
Common | Buy Transaction | 298 | 3.2635 USD |
Common | Buy Transaction | 27,575 | 3.2673 USD |
Common | Buy Transaction | 1 | 3.2686 USD |
Common | Buy Transaction | 793 | 3.2700 USD |
Common | Buy Transaction | 1,285 | 3.2708 USD |
Common | Buy Transaction | 500 | 3.2720 USD |
Common | Buy Transaction | 302 | 3.2740 USD |
Common | Buy Transaction | 1,200 | 3.2742 USD |
Common | Buy Transaction | 776 | 3.2746 USD |
Common | Buy Transaction | 1,200 | 3.2750 USD |
Common | Buy Transaction | 100 | 3.2775 USD |
Common | Buy Transaction | 1,272 | 3.2781 USD |
Common | Buy Transaction | 700 | 3.2784 USD |
Common | Buy Transaction | 2,845 | 3.2800 USD |
Common | Buy Transaction | 49 | 3.2838 USD |
Common | Buy Transaction | 500 | 3.2840 USD |
Common | Buy Transaction | 1,925 | 3.2849 USD |
Common | Buy Transaction | 950 | 3.2850 USD |
Common | Buy Transaction | 608 | 3.2866 USD |
Common | Buy Transaction | 300 | 3.2867 USD |
Common | Buy Transaction | 312 | 3.2885 USD |
Common | Buy Transaction | 93 | 3.2900 USD |
Common | Buy Transaction | 1,035 | 3.2903 USD |
Common | Buy Transaction | 111 | 3.2906 USD |
Common | Buy Transaction | 1,607 | 3.2926 USD |
Common | Buy Transaction | 914 | 3.2927 USD |
Common | Buy Transaction | 700 | 3.2943 USD |
Common | Buy Transaction | 2,495 | 3.2960 USD |
Common | Buy Transaction | 300 | 3.2967 USD |
Common | Buy Transaction | 68,540 | 3.3000 USD |
Common | Buy Transaction | 2,057 | 3.3000 USD |
Common | Buy Transaction | 5,681 | 3.3003 USD |
Common | Buy Transaction | 12,099 | 3.3019 USD |
Common | Buy Transaction | 36,219 | 3.3030 USD |
Common | Buy Transaction | 10 | 3.3050 USD |
Common | Buy Transaction | 2,000 | 3.3055 USD |
Common | Buy Transaction | 1,300 | 3.3062 USD |
Common | Buy Transaction | 1,199 | 3.3100 USD |
Common | Buy Transaction | 100 | 3.3110 USD |
Common | Buy Transaction | 600 | 3.3117 USD |
Common | Buy Transaction | 1,300 | 3.3119 USD |
Common | Buy Transaction | 1,000 | 3.3120 USD |
Common | Buy Transaction | 1,414 | 3.3124 USD |
Common | Buy Transaction | 200 | 3.3125 USD |
Common | Buy Transaction | 25 | 3.3126 USD |
Common | Buy Transaction | 734 | 3.3146 USD |
Common | Buy Transaction | 2,033 | 3.3150 USD |
Common | Buy Transaction | 300 | 3.3150 USD |
Common | Buy Transaction | 30 | 3.3167 USD |
Common | Buy Transaction | 3,500 | 3.3171 USD |
Common | Buy Transaction | 4,404 | 3.3192 USD |
Common | Buy Transaction | 766 | 3.3200 USD |
Common | Buy Transaction | 10,611 | 3.3212 USD |
Common | Buy Transaction | 1,820 | 3.3217 USD |
Common | Buy Transaction | 4,069 | 3.3236 USD |
Common | Buy Transaction | 5,167 | 3.3252 USD |
Common | Buy Transaction | 141 | 3.3257 USD |
Common | Buy Transaction | 1,234 | 3.3258 USD |
Common | Buy Transaction | 24 | 3.3258 USD |
Common | Buy Transaction | 6,804 | 3.3279 USD |
Common | Buy Transaction | 1,110 | 3.3283 USD |
Common | Buy Transaction | 2,622 | 3.3300 USD |
Common | Buy Transaction | 386 | 3.3310 USD |
Common | Buy Transaction | 23,935 | 3.3315 USD |
Common | Buy Transaction | 860 | 3.3329 USD |
Common | Buy Transaction | 30,050 | 3.3336 USD |
Common | Buy Transaction | 48,742 | 3.3355 USD |
Common | Buy Transaction | 23 | 3.3357 USD |
Common | Buy Transaction | 11 | 3.3359 USD |
Common | Buy Transaction | 295 | 3.3366 USD |
Common | Buy Transaction | 34,092 | 3.3400 USD |
Common | Buy Transaction | 183 | 3.3405 USD |
Common | Buy Transaction | 360 | 3.3410 USD |
Common | Buy Transaction | 72,199 | 3.3500 USD |
Common | Buy Transaction | 163 | 3.3600 USD |
Common | DVP Transaction | 10,184 | 3.2400 USD |
Common | DVP Transaction | 950 | 3.2850 USD |
Common | DVP Transaction | 1 | 3.2900 USD |
Common | DVP Transaction | 6 | 3.3100 USD |
Common | DVP Transaction | 40 | 3.3300 USD |
Common | DVP Transaction | 489 | 3.3400 USD |
Common | DVP Transaction | 50 | 3.3450 USD |
Common | DVP Transaction | 71,920 | 3.3500 USD |
Common | RVP Transaction | 10,184 | 3.2400 USD |
Common | RVP Transaction | 950 | 3.2850 USD |
Common | RVP Transaction | 1 | 3.2900 USD |
Common | RVP Transaction | 6 | 3.3100 USD |
Common | RVP Transaction | 40 | 3.3300 USD |
Common | RVP Transaction | 489 | 3.3400 USD |
Common | RVP Transaction | 50 | 3.3450 USD |
Common | RVP Transaction | 71,920 | 3.3500 USD |
Common | Sell Transaction | 109 | 3.2325 USD |
Common | Sell Transaction | 390 | 3.2397 USD |
Common | Sell Transaction | 2,000 | 3.2400 USD |
Common | Sell Transaction | 200 | 3.2410 USD |
Common | Sell Transaction | 22 | 3.2482 USD |
Common | Sell Transaction | 536 | 3.2500 USD |
Common | Sell Transaction | 317 | 3.2500 USD |
Common | Sell Transaction | 3,468 | 3.2501 USD |
Common | Sell Transaction | 1,060 | 3.2528 USD |
Common | Sell Transaction | 627 | 3.2539 USD |
Common | Sell Transaction | 757 | 3.2590 USD |
Common | Sell Transaction | 622 | 3.2596 USD |
Common | Sell Transaction | 812 | 3.2600 USD |
Common | Sell Transaction | 2,635 | 3.2602 USD |
Common | Sell Transaction | 384 | 3.2618 USD |
Common | Sell Transaction | 1,088 | 3.2629 USD |
Common | Sell Transaction | 1,482 | 3.2644 USD |
Common | Sell Transaction | 562 | 3.2644 USD |
Common | Sell Transaction | 600 | 3.2650 USD |
Common | Sell Transaction | 18,907 | 3.2653 USD |
Common | Sell Transaction | 390 | 3.2669 USD |
Common | Sell Transaction | 930 | 3.2700 USD |
Common | Sell Transaction | 670 | 3.2745 USD |
Common | Sell Transaction | 2,742 | 3.2764 USD |
Common | Sell Transaction | 901 | 3.2776 USD |
Common | Sell Transaction | 870 | 3.2786 USD |
Common | Sell Transaction | 30 | 3.2793 USD |
Common | Sell Transaction | 6,195 | 3.2800 USD |
Common | Sell Transaction | 2,180 | 3.2807 USD |
Common | Sell Transaction | 469 | 3.2813 USD |
Common | Sell Transaction | 2,592 | 3.2826 USD |
Common | Sell Transaction | 2,348 | 3.2830 USD |
Common | Sell Transaction | 300 | 3.2831 USD |
Common | Sell Transaction | 1,650 | 3.2833 USD |
Common | Sell Transaction | 2,218 | 3.2834 USD |
Common | Sell Transaction | 1,295 | 3.2868 USD |
Common | Sell Transaction | 39 | 3.2872 USD |
Common | Sell Transaction | 396 | 3.2874 USD |
Common | Sell Transaction | 123 | 3.2881 USD |
Common | Sell Transaction | 600 | 3.2900 USD |
Common | Sell Transaction | 2,100 | 3.2919 USD |
Common | Sell Transaction | 300 | 3.2933 USD |
Common | Sell Transaction | 530 | 3.2948 USD |
Common | Sell Transaction | 524 | 3.2962 USD |
Common | Sell Transaction | 1,246 | 3.2964 USD |
Common | Sell Transaction | 64,423 | 3.2966 USD |
Common | Sell Transaction | 131 | 3.2966 USD |
Common | Sell Transaction | 1,095 | 3.2971 USD |
Common | Sell Transaction | 254 | 3.2975 USD |
Common | Sell Transaction | 2,500 | 3.2976 USD |
Common | Sell Transaction | 718 | 3.2995 USD |
Common | Sell Transaction | 540 | 3.3000 USD |
Common | Sell Transaction | 7,920 | 3.3001 USD |
Common | Sell Transaction | 7,008 | 3.3007 USD |
Common | Sell Transaction | 3,585 | 3.3039 USD |
Common | Sell Transaction | 2,001 | 3.3061 USD |
Common | Sell Transaction | 469 | 3.3061 USD |
Common | Sell Transaction | 13,518 | 3.3071 USD |
Common | Sell Transaction | 916 | 3.3090 USD |
Common | Sell Transaction | 100 | 3.3100 USD |
Common | Sell Transaction | 10 | 3.3150 USD |
Common | Sell Transaction | 747 | 3.3191 USD |
Common | Sell Transaction | 1 | 3.3200 USD |
Common | Sell Transaction | 1,189 | 3.3212 USD |
Common | Sell Transaction | 1,300 | 3.3223 USD |
Common | Sell Transaction | 1,621 | 3.3232 USD |
Common | Sell Transaction | 27 | 3.3237 USD |
Common | Sell Transaction | 400 | 3.3250 USD |
Common | Sell Transaction | 31 | 3.3290 USD |
Common | Sell Transaction | 140 | 3.3300 USD |
Common | Sell Transaction | 8 | 3.3350 USD |
Common | Sell Transaction | 149 | 3.3381 USD |
Common | Sell Transaction | 622 | 3.3387 USD |
Common | Sell Transaction | 2,022 | 3.3388 USD |
Common | Sell Transaction | 45,568 | 3.3400 USD |
Common | Sell Transaction | 180 | 3.3410 USD |
Common | Sell Transaction | 4,302 | 3.3450 USD |
Common | Sell Transaction | 544 | 3.3465 USD |
Common | Sell Transaction | 15 | 3.3480 USD |
Common | Sell Transaction | 2,133 | 3.3488 USD |
Common | Sell Transaction | 116 | 3.3489 USD |
Common | Sell Transaction | 3,512 | 3.3490 USD |
Common | Sell Transaction | 5,073 | 3.3491 USD |
Common | Sell Transaction | 152 | 3.3493 USD |
Common | Sell Transaction | 72,016 | 3.3500 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 |
(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 | 60 | 4.0000 USD | American | 2025-Apr-17 | 0.0100 USD |
Common | Call Option | Sell Transaction | 151 | 4.0000 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 |
Common | Put Option | Exercised against | 47 | 6.0000 USD
|
Common | Put Option | Exercising | 59 | 4.0000 USD
|
Common | Put Option | Exercising | 10 | 5.0000 USD
|
(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: | 22 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 | 6,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,400 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -99,800 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 2,300 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 200 | 3.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 150,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
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 | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,700 | 6.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -118,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -12,700 | 7.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -101,000 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,900 | 9.0 USD
| American
| 17/04/2025
|
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 | Call Option | Sold | -36,100 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
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 | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -13,900 | 5.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,800 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -9,100 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -9,500 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -8,600 | 8.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -2,000 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
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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