14th Oct 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 | 13 October 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: | 790,362 | 0.66 | 157,589 | 0.13 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 483,900 | 0.40 | 1,048,900 | 0.88 |
TOTAL: | 1,274,262 | 1.07 | 1,206,489 | 1.01 |
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 | 7 | 5.3700 USD |
Common | Buy Transaction | 500 | 5.3750 USD |
Common | Buy Transaction | 19 | 5.3753 USD |
Common | Buy Transaction | 15 | 5.3753 USD |
Common | Buy Transaction | 1,502 | 5.3800 USD |
Common | Buy Transaction | 200 | 5.3800 USD |
Common | Buy Transaction | 300 | 5.3817 USD |
Common | Buy Transaction | 300 | 5.3850 USD |
Common | Buy Transaction | 55 | 5.3851 USD |
Common | Buy Transaction | 445 | 5.3858 USD |
Common | Buy Transaction | 408 | 5.3863 USD |
Common | Buy Transaction | 2,473 | 5.3884 USD |
Common | Buy Transaction | 327 | 5.3887 USD |
Common | Buy Transaction | 1,405 | 5.3900 USD |
Common | Buy Transaction | 1,900 | 5.3906 USD |
Common | Buy Transaction | 1,257 | 5.3926 USD |
Common | Buy Transaction | 1,545 | 5.3934 USD |
Common | Buy Transaction | 207 | 5.3945 USD |
Common | Buy Transaction | 913 | 5.3947 USD |
Common | Buy Transaction | 100 | 5.3950 USD |
Common | Buy Transaction | 584 | 5.3953 USD |
Common | Buy Transaction | 1,650 | 5.3954 USD |
Common | Buy Transaction | 26 | 5.3954 USD |
Common | Buy Transaction | 662 | 5.3955 USD |
Common | Buy Transaction | 697 | 5.3957 USD |
Common | Buy Transaction | 600 | 5.3967 USD |
Common | Buy Transaction | 372 | 5.3967 USD |
Common | Buy Transaction | 2,082 | 5.3978 USD |
Common | Buy Transaction | 148 | 5.3989 USD |
Common | Buy Transaction | 12,700 | 5.3989 USD |
Common | Buy Transaction | 13,500 | 5.3996 USD |
Common | Buy Transaction | 5,161 | 5.4000 USD |
Common | Buy Transaction | 673 | 5.4011 USD |
Common | Buy Transaction | 17,284 | 5.4013 USD |
Common | Buy Transaction | 115 | 5.4013 USD |
Common | Buy Transaction | 3,094 | 5.4024 USD |
Common | Buy Transaction | 655 | 5.4035 USD |
Common | Buy Transaction | 4,808 | 5.4042 USD |
Common | Buy Transaction | 683 | 5.4048 USD |
Common | Buy Transaction | 1,010 | 5.4050 USD |
Common | Buy Transaction | 289 | 5.4065 USD |
Common | Buy Transaction | 624 | 5.4088 USD |
Common | Buy Transaction | 580 | 5.4090 USD |
Common | Buy Transaction | 47,189 | 5.4100 USD |
Common | Buy Transaction | 602 | 5.4115 USD |
Common | Buy Transaction | 829 | 5.4118 USD |
Common | Buy Transaction | 5,433 | 5.4122 USD |
Common | Buy Transaction | 692 | 5.4129 USD |
Common | Buy Transaction | 1,096 | 5.4132 USD |
Common | Buy Transaction | 399 | 5.4135 USD |
Common | Buy Transaction | 331 | 5.4150 USD |
Common | Buy Transaction | 7 | 5.4150 USD |
Common | Buy Transaction | 333 | 5.4165 USD |
Common | Buy Transaction | 492 | 5.4178 USD |
Common | Buy Transaction | 11,890 | 5.4179 USD |
Common | Buy Transaction | 226 | 5.4200 USD |
Common | Buy Transaction | 2,101 | 5.4200 USD |
Common | Buy Transaction | 815 | 5.4207 USD |
Common | Buy Transaction | 28 | 5.4211 USD |
Common | Buy Transaction | 230 | 5.4211 USD |
Common | Buy Transaction | 18,334 | 5.4220 USD |
Common | Buy Transaction | 3,831 | 5.4232 USD |
Common | Buy Transaction | 526 | 5.4234 USD |
Common | Buy Transaction | 3,600 | 5.4239 USD |
Common | Buy Transaction | 11 | 5.4264 USD |
Common | Buy Transaction | 1,063 | 5.4287 USD |
Common | Buy Transaction | 645 | 5.4300 USD |
Common | Buy Transaction | 2,117 | 5.4301 USD |
Common | Buy Transaction | 100 | 5.4312 USD |
Common | Buy Transaction | 1,307 | 5.4338 USD |
Common | Buy Transaction | 997 | 5.4350 USD |
Common | Buy Transaction | 948 | 5.4369 USD |
Common | Buy Transaction | 353 | 5.4387 USD |
Common | Buy Transaction | 6,200 | 5.4405 USD |
Common | Buy Transaction | 2 | 5.4450 USD |
Common | Buy Transaction | 107 | 5.4450 USD |
Common | Buy Transaction | 92 | 5.4500 USD |
Common | Buy Transaction | 4,410 | 5.4534 USD |
Common | Buy Transaction | 73 | 5.4563 USD |
Common | Buy Transaction | 245 | 5.4600 USD |
Common | Sell Transaction | 505 | 5.3700 USD |
Common | Sell Transaction | 30 | 5.3703 USD |
Common | Sell Transaction | 31 | 5.3755 USD |
Common | Sell Transaction | 3,434 | 5.3800 USD |
Common | Sell Transaction | 461 | 5.3862 USD |
Common | Sell Transaction | 325 | 5.3874 USD |
Common | Sell Transaction | 51 | 5.3892 USD |
Common | Sell Transaction | 1,022 | 5.3900 USD |
Common | Sell Transaction | 822 | 5.3905 USD |
Common | Sell Transaction | 83 | 5.3911 USD |
Common | Sell Transaction | 4,871 | 5.3927 USD |
Common | Sell Transaction | 24 | 5.3950 USD |
Common | Sell Transaction | 2,019 | 5.3951 USD |
Common | Sell Transaction | 2,065 | 5.3989 USD |
Common | Sell Transaction | 20 | 5.3990 USD |
Common | Sell Transaction | 2,643 | 5.3996 USD |
Common | Sell Transaction | 627 | 5.4000 USD |
Common | Sell Transaction | 1,128 | 5.4000 USD |
Common | Sell Transaction | 530 | 5.4023 USD |
Common | Sell Transaction | 508 | 5.4027 USD |
Common | Sell Transaction | 33,228 | 5.4044 USD |
Common | Sell Transaction | 1,354 | 5.4048 USD |
Common | Sell Transaction | 2,029 | 5.4060 USD |
Common | Sell Transaction | 105 | 5.4063 USD |
Common | Sell Transaction | 535 | 5.4066 USD |
Common | Sell Transaction | 4,148 | 5.4085 USD |
Common | Sell Transaction | 25 | 5.4092 USD |
Common | Sell Transaction | 484 | 5.4099 USD |
Common | Sell Transaction | 49,657 | 5.4100 USD |
Common | Sell Transaction | 1,943 | 5.4111 USD |
Common | Sell Transaction | 207 | 5.4114 USD |
Common | Sell Transaction | 964 | 5.4116 USD |
Common | Sell Transaction | 2,229 | 5.4124 USD |
Common | Sell Transaction | 809 | 5.4127 USD |
Common | Sell Transaction | 1,547 | 5.4131 USD |
Common | Sell Transaction | 2 | 5.4150 USD |
Common | Sell Transaction | 88 | 5.4164 USD |
Common | Sell Transaction | 400 | 5.4175 USD |
Common | Sell Transaction | 6,366 | 5.4186 USD |
Common | Sell Transaction | 28 | 5.4193 USD |
Common | Sell Transaction | 821 | 5.4200 USD |
Common | Sell Transaction | 459 | 5.4223 USD |
Common | Sell Transaction | 499 | 5.4240 USD |
Common | Sell Transaction | 890 | 5.4257 USD |
Common | Sell Transaction | 10,200 | 5.4288 USD |
Common | Sell Transaction | 2 | 5.4300 USD |
Common | Sell Transaction | 44 | 5.4400 USD |
Common | Sell Transaction | 2,014 | 5.4403 USD |
Common | Sell Transaction | 44 | 5.4450 USD |
Common | Sell Transaction | 41 | 5.4500 USD |
Common | Sell Transaction | 402 | 5.4590 USD |
Common | Sell Transaction | 1 | 5.4600 USD |
Common | Sell Transaction | 435 | 5.4689 USD |
Common | Sell Transaction | 141 | 5.4700 USD |
Common | Sell Transaction | 100 | 5.5100 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 | 100 | 6.0000 USD | American | 2025-11-21 | 0.2000 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.2700 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.2800 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.2900 USD |
Common | Put Option | Buy Transaction | 100 | 4.0000 USD | American | 2026-04-17 | 0.3000 USD |
Common | Put Option | Buy Transaction | 200 | 4.0000 USD | American | 2026-07-17 | 0.3500 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 0.9400 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.2100 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.2200 USD |
Common | Call Option | Sell Transaction | 700 | 6.0000 USD | American | 2026-01-16 | 0.4500 USD |
Common | Put Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.5800 USD |
Common | Call Option | Sell Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 0.8300 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: | 14 October 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 | 38,000 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 9,500 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -2,200 | 7.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -4,400 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -3,300 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 22,600 | 6.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 2,800 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 2,500 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -10,900 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -217,900 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -900 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 175,900 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 18/12/2026
|
Common | Put Option | Purchased | -100 | 6.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 0 | 5.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 200 | 8.0 USD
| American
| 21/11/2025
|
Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -800 | 5.0 USD
| American
| 21/11/2025
|
Common | Put Option | Purchased | -1,000 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 5,400 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 48,200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -400 | 8.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -1,000 | 5.0 USD
| American
| 21/01/2028
|
Common | Call Option | Sold | -200 | 9.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 62,400 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 300 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 300 | 6.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -800 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 2,200 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,200 | 6.0 USD
| American
| 21/11/2025
|
Common | Put Option | Sold | 100 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -52,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 8.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -9,100 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -151,300 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -508,400 | 7.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -100 | 10.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -2,100 | 7.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 21/01/2028
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 10.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Put Option | Sold | 91,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -39,400 | 5.0 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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