17th Sep 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 | 16 September 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: | 1,081,420 | 0.91 | 99,818 | 0.08 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 418,300 | 0.35 | 994,800 | 0.83 |
TOTAL: | 1,499,720 | 1.26 | 1,094,618 | 0.92 |
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 | 494 | 6.1100 USD |
Common | Buy Transaction | 400 | 6.1175 USD |
Common | Buy Transaction | 356 | 6.1200 USD |
Common | Buy Transaction | 6,014 | 6.1220 USD |
Common | Buy Transaction | 88 | 6.1300 USD |
Common | Buy Transaction | 521 | 6.1330 USD |
Common | Buy Transaction | 18,137 | 6.1339 USD |
Common | Buy Transaction | 1,098 | 6.1380 USD |
Common | Buy Transaction | 447 | 6.1389 USD |
Common | Buy Transaction | 3,025 | 6.1400 USD |
Common | Buy Transaction | 226 | 6.1447 USD |
Common | Buy Transaction | 107 | 6.1450 USD |
Common | Buy Transaction | 576 | 6.1451 USD |
Common | Buy Transaction | 2,168 | 6.1452 USD |
Common | Buy Transaction | 5 | 6.1460 USD |
Common | Buy Transaction | 513 | 6.1473 USD |
Common | Buy Transaction | 356 | 6.1488 USD |
Common | Buy Transaction | 87 | 6.1491 USD |
Common | Buy Transaction | 464 | 6.1500 USD |
Common | Buy Transaction | 62 | 6.1510 USD |
Common | Buy Transaction | 630 | 6.1524 USD |
Common | Buy Transaction | 566 | 6.1568 USD |
Common | Buy Transaction | 517 | 6.1573 USD |
Common | Buy Transaction | 926 | 6.1604 USD |
Common | Buy Transaction | 3,048 | 6.1610 USD |
Common | Buy Transaction | 85 | 6.1611 USD |
Common | Buy Transaction | 1,304 | 6.1619 USD |
Common | Buy Transaction | 356 | 6.1619 USD |
Common | Buy Transaction | 1,501 | 6.1632 USD |
Common | Buy Transaction | 1,624 | 6.1637 USD |
Common | Buy Transaction | 100 | 6.1650 USD |
Common | Buy Transaction | 5,972 | 6.1652 USD |
Common | Buy Transaction | 6 | 6.1683 USD |
Common | Buy Transaction | 358 | 6.1697 USD |
Common | Buy Transaction | 324 | 6.1700 USD |
Common | Buy Transaction | 2,318 | 6.1707 USD |
Common | Buy Transaction | 828 | 6.1707 USD |
Common | Buy Transaction | 2,260 | 6.1710 USD |
Common | Buy Transaction | 1,940 | 6.1715 USD |
Common | Buy Transaction | 3,209 | 6.1728 USD |
Common | Buy Transaction | 8,634 | 6.1743 USD |
Common | Buy Transaction | 266 | 6.1745 USD |
Common | Buy Transaction | 457 | 6.1746 USD |
Common | Buy Transaction | 6,792 | 6.1748 USD |
Common | Buy Transaction | 4,627 | 6.1749 USD |
Common | Buy Transaction | 160 | 6.1750 USD |
Common | Buy Transaction | 806 | 6.1752 USD |
Common | Buy Transaction | 6,972 | 6.1753 USD |
Common | Buy Transaction | 5,861 | 6.1766 USD |
Common | Buy Transaction | 3 | 6.1767 USD |
Common | Buy Transaction | 2,334 | 6.1775 USD |
Common | Buy Transaction | 313 | 6.1775 USD |
Common | Buy Transaction | 263 | 6.1780 USD |
Common | Buy Transaction | 3 | 6.1783 USD |
Common | Buy Transaction | 296 | 6.1792 USD |
Common | Buy Transaction | 1,548 | 6.1796 USD |
Common | Buy Transaction | 1,603 | 6.1800 USD |
Common | Buy Transaction | 337 | 6.1809 USD |
Common | Buy Transaction | 912 | 6.1809 USD |
Common | Buy Transaction | 340 | 6.1824 USD |
Common | Buy Transaction | 120 | 6.1826 USD |
Common | Buy Transaction | 507 | 6.1836 USD |
Common | Buy Transaction | 1,132 | 6.1842 USD |
Common | Buy Transaction | 58 | 6.1845 USD |
Common | Buy Transaction | 300 | 6.1850 USD |
Common | Buy Transaction | 175 | 6.1851 USD |
Common | Buy Transaction | 634 | 6.1861 USD |
Common | Buy Transaction | 1,150 | 6.1863 USD |
Common | Buy Transaction | 3,300 | 6.1864 USD |
Common | Buy Transaction | 200 | 6.1880 USD |
Common | Buy Transaction | 3,356 | 6.1890 USD |
Common | Buy Transaction | 115 | 6.1894 USD |
Common | Buy Transaction | 8,178 | 6.1900 USD |
Common | Buy Transaction | 2,624 | 6.1906 USD |
Common | Buy Transaction | 12 | 6.1908 USD |
Common | Buy Transaction | 619 | 6.1919 USD |
Common | Buy Transaction | 1 | 6.1924 USD |
Common | Buy Transaction | 1,702 | 6.1935 USD |
Common | Buy Transaction | 1,499 | 6.1936 USD |
Common | Buy Transaction | 1,284 | 6.1940 USD |
Common | Buy Transaction | 528 | 6.1943 USD |
Common | Buy Transaction | 100 | 6.1950 USD |
Common | Buy Transaction | 17 | 6.1965 USD |
Common | Buy Transaction | 483 | 6.1966 USD |
Common | Buy Transaction | 1 | 6.1980 USD |
Common | Buy Transaction | 20 | 6.1980 USD |
Common | Buy Transaction | 800 | 6.1992 USD |
Common | Buy Transaction | 160 | 6.1992 USD |
Common | Buy Transaction | 3,927 | 6.1997 USD |
Common | Buy Transaction | 2,790 | 6.2000 USD |
Common | Buy Transaction | 220 | 6.2023 USD |
Common | Buy Transaction | 3,722 | 6.2034 USD |
Common | Buy Transaction | 3,476 | 6.2036 USD |
Common | Buy Transaction | 1,389 | 6.2040 USD |
Common | Buy Transaction | 19 | 6.2053 USD |
Common | Buy Transaction | 3,358 | 6.2054 USD |
Common | Buy Transaction | 87 | 6.2068 USD |
Common | Buy Transaction | 700 | 6.2100 USD |
Common | Buy Transaction | 157 | 6.2106 USD |
Common | Buy Transaction | 2 | 6.2107 USD |
Common | Buy Transaction | 1,584 | 6.2126 USD |
Common | Buy Transaction | 1,197 | 6.2175 USD |
Common | Buy Transaction | 1,100 | 6.2200 USD |
Common | Buy Transaction | 1 | 6.2300 USD |
Common | Buy Transaction | 63 | 6.2322 USD |
Common | Buy Transaction | 500 | 6.2500 USD |
Common | Buy Transaction | 11,598 | 6.2521 USD |
Common | Buy Transaction | 569 | 6.2539 USD |
Common | Buy Transaction | 39,301 | 6.2600 USD |
Common | Buy Transaction | 7,100 | 6.2629 USD |
Common | Buy Transaction | 14 | 6.2700 USD |
Common | Sell Transaction | 30 | 6.0900 USD |
Common | Sell Transaction | 3,400 | 6.1100 USD |
Common | Sell Transaction | 6,000 | 6.1150 USD |
Common | Sell Transaction | 1,229 | 6.1200 USD |
Common | Sell Transaction | 1,512 | 6.1211 USD |
Common | Sell Transaction | 400 | 6.1225 USD |
Common | Sell Transaction | 970 | 6.1229 USD |
Common | Sell Transaction | 310 | 6.1247 USD |
Common | Sell Transaction | 490 | 6.1250 USD |
Common | Sell Transaction | 1,207 | 6.1258 USD |
Common | Sell Transaction | 229 | 6.1287 USD |
Common | Sell Transaction | 608 | 6.1290 USD |
Common | Sell Transaction | 72 | 6.1293 USD |
Common | Sell Transaction | 1,842 | 6.1297 USD |
Common | Sell Transaction | 310 | 6.1297 USD |
Common | Sell Transaction | 10 | 6.1300 USD |
Common | Sell Transaction | 122 | 6.1308 USD |
Common | Sell Transaction | 2,836 | 6.1318 USD |
Common | Sell Transaction | 300 | 6.1350 USD |
Common | Sell Transaction | 5,557 | 6.1352 USD |
Common | Sell Transaction | 3,855 | 6.1355 USD |
Common | Sell Transaction | 463 | 6.1370 USD |
Common | Sell Transaction | 7,246 | 6.1400 USD |
Common | Sell Transaction | 812 | 6.1431 USD |
Common | Sell Transaction | 2,645 | 6.1433 USD |
Common | Sell Transaction | 1,348 | 6.1433 USD |
Common | Sell Transaction | 4,800 | 6.1463 USD |
Common | Sell Transaction | 365 | 6.1473 USD |
Common | Sell Transaction | 404 | 6.1475 USD |
Common | Sell Transaction | 126 | 6.1479 USD |
Common | Sell Transaction | 2,520 | 6.1500 USD |
Common | Sell Transaction | 2,825 | 6.1510 USD |
Common | Sell Transaction | 410 | 6.1512 USD |
Common | Sell Transaction | 5,608 | 6.1522 USD |
Common | Sell Transaction | 2,408 | 6.1546 USD |
Common | Sell Transaction | 780 | 6.1550 USD |
Common | Sell Transaction | 511 | 6.1563 USD |
Common | Sell Transaction | 913 | 6.1578 USD |
Common | Sell Transaction | 701 | 6.1600 USD |
Common | Sell Transaction | 1,365 | 6.1600 USD |
Common | Sell Transaction | 1,196 | 6.1608 USD |
Common | Sell Transaction | 1,100 | 6.1645 USD |
Common | Sell Transaction | 100 | 6.1700 USD |
Common | Sell Transaction | 757 | 6.1721 USD |
Common | Sell Transaction | 9,410 | 6.1723 USD |
Common | Sell Transaction | 1,171 | 6.1724 USD |
Common | Sell Transaction | 48 | 6.1729 USD |
Common | Sell Transaction | 7,061 | 6.1731 USD |
Common | Sell Transaction | 712 | 6.1732 USD |
Common | Sell Transaction | 600 | 6.1733 USD |
Common | Sell Transaction | 3,229 | 6.1742 USD |
Common | Sell Transaction | 1,069 | 6.1793 USD |
Common | Sell Transaction | 100 | 6.1800 USD |
Common | Sell Transaction | 2,689 | 6.1822 USD |
Common | Sell Transaction | 200 | 6.1850 USD |
Common | Sell Transaction | 537 | 6.1875 USD |
Common | Sell Transaction | 11,458 | 6.1900 USD |
Common | Sell Transaction | 810 | 6.1915 USD |
Common | Sell Transaction | 620 | 6.1959 USD |
Common | Sell Transaction | 3,150 | 6.1975 USD |
Common | Sell Transaction | 548 | 6.1980 USD |
Common | Sell Transaction | 127 | 6.1984 USD |
Common | Sell Transaction | 670 | 6.2000 USD |
Common | Sell Transaction | 10 | 6.2090 USD |
Common | Sell Transaction | 205 | 6.2094 USD |
Common | Sell Transaction | 1,392 | 6.2099 USD |
Common | Sell Transaction | 3 | 6.2100 USD |
Common | Sell Transaction | 149 | 6.2132 USD |
Common | Sell Transaction | 2 | 6.2138 USD |
Common | Sell Transaction | 565 | 6.2165 USD |
Common | Sell Transaction | 415 | 6.2236 USD |
Common | Sell Transaction | 805 | 6.2239 USD |
Common | Sell Transaction | 2,096 | 6.2277 USD |
Common | Sell Transaction | 112 | 6.2281 USD |
Common | Sell Transaction | 1 | 6.2300 USD |
Common | Sell Transaction | 500 | 6.2340 USD |
Common | Sell Transaction | 312 | 6.2350 USD |
Common | Sell Transaction | 400 | 6.2400 USD |
Common | Sell Transaction | 168 | 6.2433 USD |
Common | Sell Transaction | 100 | 6.2450 USD |
Common | Sell Transaction | 780 | 6.2500 USD |
Common | Sell Transaction | 3,014 | 6.2534 USD |
Common | Sell Transaction | 1,049 | 6.2588 USD |
Common | Sell Transaction | 16,753 | 6.2600 USD |
Common | Sell Transaction | 9,748 | 6.2639 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 | Put Option | Buy Transaction | 500 | 3.0000 USD | American | 2026-12-18 | 0.1600 USD |
Common | Call Option | Buy Transaction | 200 | 6.0000 USD | American | 2026-04-17 | 1.0700 USD |
Common | Call Option | Buy Transaction | 2,500 | 6.0000 USD | American | 2026-04-17 | 1.1000 USD |
Common | Call Option | Buy Transaction | 300,000 | 5.0000 USD | American | 2025-10-17 | 1.1500 USD |
Common | Put Option | Buy Transaction | 1,100 | 7.0000 USD | American | 2026-01-16 | 1.2000 USD |
Common | Call Option | Sell Transaction | 500,000 | 7.0000 USD | American | 2026-04-17 | 0.6900 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2026-01-16 | 0.8300 USD |
Common | Call Option | Sell Transaction | 1,200 | 5.0000 USD | American | 2025-10-17 | 1.2900 USD |
Common | Call Option | Sell Transaction | 400 | 5.0000 USD | American | 2025-10-17 | 1.3000 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: | 17 September 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 | -800 | 7.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -400 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -1,000 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 43,300 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 16,200 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 100 | 9.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 10,100 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 100 | 4.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 44,700 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 500 | 8.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -10,800 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 2,600 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 5,400 | 6.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 169,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -215,700 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,500 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -1,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 10,600 | 6.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -54,300 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 89,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 700 | 6.0 USD
| American
| 19/09/2025
|
Common | Call Option | Sold | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -111,700 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -508,400 | 7.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 19/09/2025
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 800 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -39,400 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -500 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -300 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 300 | 6.0 USD
| American
| 17/10/2025
|
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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