15th May 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 | 14 May 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: | 1,510,241 | 1.27 | 0 | 0.00 |
(2) Cash-settled derivatives:
| 667,746 | 0.56 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 1,989,100 | 1.68 | 953,300 | 0.80 |
TOTAL: | 4,167,087 | 3.52 | 953,300 | 0.80 |
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 | 400 | 4.6600 USD |
Common | Buy Transaction | 2 | 4.6800 USD |
Common | Buy Transaction | 154 | 4.6834 USD |
Common | Buy Transaction | 100 | 4.6850 USD |
Common | Buy Transaction | 167 | 4.6880 USD |
Common | Buy Transaction | 281 | 4.6897 USD |
Common | Buy Transaction | 1,856 | 4.6900 USD |
Common | Buy Transaction | 754 | 4.6902 USD |
Common | Buy Transaction | 1,146 | 4.6908 USD |
Common | Buy Transaction | 238 | 4.6958 USD |
Common | Buy Transaction | 1,300 | 4.6962 USD |
Common | Buy Transaction | 600 | 4.6967 USD |
Common | Buy Transaction | 2,270 | 4.6973 USD |
Common | Buy Transaction | 420 | 4.6976 USD |
Common | Buy Transaction | 1,425 | 4.6989 USD |
Common | Buy Transaction | 215 | 4.6996 USD |
Common | Buy Transaction | 1,415 | 4.7000 USD |
Common | Buy Transaction | 35 | 4.7009 USD |
Common | Buy Transaction | 480 | 4.7010 USD |
Common | Buy Transaction | 3,184 | 4.7026 USD |
Common | Buy Transaction | 9,695 | 4.7045 USD |
Common | Buy Transaction | 1,248 | 4.7052 USD |
Common | Buy Transaction | 578 | 4.7062 USD |
Common | Buy Transaction | 1,956 | 4.7062 USD |
Common | Buy Transaction | 1,119 | 4.7064 USD |
Common | Buy Transaction | 1,879 | 4.7071 USD |
Common | Buy Transaction | 1,489 | 4.7075 USD |
Common | Buy Transaction | 422 | 4.7085 USD |
Common | Buy Transaction | 1 | 4.7094 USD |
Common | Buy Transaction | 7,715 | 4.7098 USD |
Common | Buy Transaction | 4,227 | 4.7098 USD |
Common | Buy Transaction | 2,050 | 4.7099 USD |
Common | Buy Transaction | 1,216 | 4.7100 USD |
Common | Buy Transaction | 1,336 | 4.7101 USD |
Common | Buy Transaction | 416 | 4.7104 USD |
Common | Buy Transaction | 308 | 4.7125 USD |
Common | Buy Transaction | 300 | 4.7129 USD |
Common | Buy Transaction | 994 | 4.7130 USD |
Common | Buy Transaction | 969 | 4.7132 USD |
Common | Buy Transaction | 1,806 | 4.7133 USD |
Common | Buy Transaction | 3,467 | 4.7141 USD |
Common | Buy Transaction | 7,000 | 4.7150 USD |
Common | Buy Transaction | 1,442 | 4.7151 USD |
Common | Buy Transaction | 217 | 4.7165 USD |
Common | Buy Transaction | 300 | 4.7167 USD |
Common | Buy Transaction | 400 | 4.7175 USD |
Common | Buy Transaction | 1,195 | 4.7179 USD |
Common | Buy Transaction | 1,399 | 4.7181 USD |
Common | Buy Transaction | 1,100 | 4.7182 USD |
Common | Buy Transaction | 2,933 | 4.7184 USD |
Common | Buy Transaction | 47,608 | 4.7189 USD |
Common | Buy Transaction | 1,437 | 4.7200 USD |
Common | Buy Transaction | 20,064 | 4.7200 USD |
Common | Buy Transaction | 1 | 4.7202 USD |
Common | Buy Transaction | 16,990 | 4.7207 USD |
Common | Buy Transaction | 23 | 4.7209 USD |
Common | Buy Transaction | 959 | 4.7217 USD |
Common | Buy Transaction | 1,816 | 4.7244 USD |
Common | Buy Transaction | 100 | 4.7250 USD |
Common | Buy Transaction | 672 | 4.7270 USD |
Common | Buy Transaction | 600 | 4.7283 USD |
Common | Buy Transaction | 1,000 | 4.7290 USD |
Common | Buy Transaction | 202 | 4.7299 USD |
Common | Buy Transaction | 26,640 | 4.7300 USD |
Common | Buy Transaction | 40 | 4.7400 USD |
Common | DVP Transaction | 17 | 4.6800 USD |
Common | DVP Transaction | 11 | 4.6850 USD |
Common | DVP Transaction | 120 | 4.6853 USD |
Common | DVP Transaction | 15 | 4.6953 USD |
Common | DVP Transaction | 1,520 | 4.7000 USD |
Common | DVP Transaction | 507 | 4.7015 USD |
Common | DVP Transaction | 45 | 4.7100 USD |
Common | DVP Transaction | 60 | 4.7153 USD |
Common | DVP Transaction | 837 | 4.7200 USD |
Common | DVP Transaction | 17,724 | 4.7208 USD |
Common | DVP Transaction | 5,086 | 4.7250 USD |
Common | DVP Transaction | 23,013 | 4.7300 USD |
Common | DVP Transaction | 1,200 | 4.7350 USD |
Common | DVP Transaction | 20 | 4.7400 USD |
Common | RVP Transaction | 17 | 4.6800 USD |
Common | RVP Transaction | 131 | 4.6850 USD |
Common | RVP Transaction | 55 | 4.6900 USD |
Common | RVP Transaction | 25 | 4.6950 USD |
Common | RVP Transaction | 495 | 4.7000 USD |
Common | RVP Transaction | 1,144 | 4.7021 USD |
Common | RVP Transaction | 30 | 4.7050 USD |
Common | RVP Transaction | 1,621 | 4.7097 USD |
Common | RVP Transaction | 105 | 4.7100 USD |
Common | RVP Transaction | 375 | 4.7150 USD |
Common | RVP Transaction | 771 | 4.7151 USD |
Common | RVP Transaction | 1,481 | 4.7159 USD |
Common | RVP Transaction | 741 | 4.7188 USD |
Common | RVP Transaction | 3,943 | 4.7195 USD |
Common | RVP Transaction | 1,163 | 4.7200 USD |
Common | RVP Transaction | 2,126 | 4.7225 USD |
Common | RVP Transaction | 2,300 | 4.7250 USD |
Common | RVP Transaction | 699 | 4.7250 USD |
Common | RVP Transaction | 1,817 | 4.7258 USD |
Common | RVP Transaction | 2,777 | 4.7259 USD |
Common | RVP Transaction | 2,076 | 4.7261 USD |
Common | RVP Transaction | 3,215 | 4.7270 USD |
Common | RVP Transaction | 700 | 4.7293 USD |
Common | RVP Transaction | 22,348 | 4.7300 USD |
Common | RVP Transaction | 20 | 4.7400 USD |
Common | Sell Transaction | 216 | 4.6800 USD |
Common | Sell Transaction | 600 | 4.6900 USD |
Common | Sell Transaction | 62 | 4.6906 USD |
Common | Sell Transaction | 220 | 4.6936 USD |
Common | Sell Transaction | 609 | 4.6947 USD |
Common | Sell Transaction | 204 | 4.6950 USD |
Common | Sell Transaction | 5 | 4.6960 USD |
Common | Sell Transaction | 6,869 | 4.6961 USD |
Common | Sell Transaction | 739 | 4.7000 USD |
Common | Sell Transaction | 207 | 4.7003 USD |
Common | Sell Transaction | 838 | 4.7014 USD |
Common | Sell Transaction | 600 | 4.7033 USD |
Common | Sell Transaction | 5,732 | 4.7033 USD |
Common | Sell Transaction | 500 | 4.7040 USD |
Common | Sell Transaction | 400 | 4.7050 USD |
Common | Sell Transaction | 449 | 4.7053 USD |
Common | Sell Transaction | 30 | 4.7053 USD |
Common | Sell Transaction | 222 | 4.7055 USD |
Common | Sell Transaction | 580 | 4.7061 USD |
Common | Sell Transaction | 1,139 | 4.7061 USD |
Common | Sell Transaction | 431 | 4.7086 USD |
Common | Sell Transaction | 2,350 | 4.7091 USD |
Common | Sell Transaction | 418 | 4.7091 USD |
Common | Sell Transaction | 871 | 4.7093 USD |
Common | Sell Transaction | 488 | 4.7095 USD |
Common | Sell Transaction | 310 | 4.7096 USD |
Common | Sell Transaction | 4,692 | 4.7097 USD |
Common | Sell Transaction | 270 | 4.7098 USD |
Common | Sell Transaction | 2,475 | 4.7100 USD |
Common | Sell Transaction | 1,336 | 4.7101 USD |
Common | Sell Transaction | 444 | 4.7101 USD |
Common | Sell Transaction | 51,557 | 4.7105 USD |
Common | Sell Transaction | 1,600 | 4.7112 USD |
Common | Sell Transaction | 415 | 4.7113 USD |
Common | Sell Transaction | 2,300 | 4.7117 USD |
Common | Sell Transaction | 175 | 4.7123 USD |
Common | Sell Transaction | 1,986 | 4.7135 USD |
Common | Sell Transaction | 53 | 4.7138 USD |
Common | Sell Transaction | 10 | 4.7140 USD |
Common | Sell Transaction | 2,114 | 4.7141 USD |
Common | Sell Transaction | 694 | 4.7146 USD |
Common | Sell Transaction | 202 | 4.7150 USD |
Common | Sell Transaction | 763 | 4.7150 USD |
Common | Sell Transaction | 2,206 | 4.7153 USD |
Common | Sell Transaction | 15 | 4.7153 USD |
Common | Sell Transaction | 782 | 4.7154 USD |
Common | Sell Transaction | 883 | 4.7156 USD |
Common | Sell Transaction | 80 | 4.7162 USD |
Common | Sell Transaction | 600 | 4.7167 USD |
Common | Sell Transaction | 4,995 | 4.7168 USD |
Common | Sell Transaction | 2,203 | 4.7169 USD |
Common | Sell Transaction | 989 | 4.7171 USD |
Common | Sell Transaction | 1 | 4.7173 USD |
Common | Sell Transaction | 5,258 | 4.7174 USD |
Common | Sell Transaction | 62 | 4.7177 USD |
Common | Sell Transaction | 373 | 4.7190 USD |
Common | Sell Transaction | 16,446 | 4.7200 USD |
Common | Sell Transaction | 14,920 | 4.7202 USD |
Common | Sell Transaction | 2,016 | 4.7205 USD |
Common | Sell Transaction | 554 | 4.7214 USD |
Common | Sell Transaction | 453 | 4.7215 USD |
Common | Sell Transaction | 1,289 | 4.7218 USD |
Common | Sell Transaction | 1,864 | 4.7219 USD |
Common | Sell Transaction | 263 | 4.7219 USD |
Common | Sell Transaction | 2,267 | 4.7221 USD |
Common | Sell Transaction | 3,825 | 4.7234 USD |
Common | Sell Transaction | 4,629 | 4.7241 USD |
Common | Sell Transaction | 430 | 4.7256 USD |
Common | Sell Transaction | 3,013 | 4.7260 USD |
Common | Sell Transaction | 6,500 | 4.7268 USD |
Common | Sell Transaction | 1,167 | 4.7298 USD |
Common | Sell Transaction | 46,585 | 4.7300 USD |
Common | Sell Transaction | 1,676 | 4.7303 USD |
Common | Sell Transaction | 4,949 | 4.7399 USD |
Common | Sell Transaction | 103 | 4.7400 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 | 7,947 | 4.7197 USD |
Common | CFD | Increasing long position | 287 | 4.7200 USD |
Common | CFD | Increasing long position | 14,480 | 4.7224 USD |
Common | CFD | Increasing long position | 12,100 | 4.7291 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 | 19 | 6.0000 USD | American | 2025-Jun-20 | 0.0500 USD |
Common | Call Option | Buy Transaction | 2 | 5.0000 USD | American | 2025-Jul-18 | 0.3500 USD |
Common | Call Option | Buy Transaction | 5 | 4.0000 USD | American | 2025-Oct-17 | 1.2000 USD |
Common | Call Option | DVP Transaction | 20 | 6.0000 USD | American | 2025-Jun-20 | 0.0500 USD |
Common | Put Option | DVP Transaction | 10 | 5.0000 USD | American | 2025-Jun-20 | 0.5200 USD |
Common | Call Option | DVP Transaction | 2 | 6.0000 USD | American | 2026-Jan-16 | 0.5900 USD |
Common | Call Option | RVP Transaction | 20 | 6.0000 USD | American | 2025-Jun-20 | 0.0500 USD |
Common | Put Option | RVP Transaction | 10 | 5.0000 USD | American | 2025-Jun-20 | 0.5200 USD |
Common | Call Option | RVP Transaction | 2 | 6.0000 USD | American | 2026-Jan-16 | 0.5900 USD |
Common | Put Option | Sell Transaction | 5 | 5.0000 USD | American | 2025-Jun-20 | 0.5200 USD |
Common | Call Option | Sell Transaction | 6 | 5.0000 USD | American | 2025-Oct-17 | 0.7000 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: | 15 May 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 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -2,300 | 5.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 2,600 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -600 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -8,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 9,200 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -3,400 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 1,000 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 7,400 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 900 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -6,000 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 5,400 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 12,300 | 3.0 USD
| American
| 16/05/2025
|
Common | Put Option | Sold | 100 | 3.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,300 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -94,800 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -400 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -3,200 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -607,600 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -118,100 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,600 | 5.0 USD
| American
| 16/05/2025
|
Common | Call Option | Sold | -36,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -800 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -8,300 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/07/2025
|
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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