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Form 8.3 - American Axle & Manufacturing Holdings

12th Sep 2025 15:00

RNS Number : 1952Z
Citadel Group
12 September 2025
 

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 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:

1,225,293

1.03

89,666

0.07

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

246,000

0.20

612,600

0.51

 

TOTAL:

1,471,293

1.23

702,266

0.59

 

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

5,200

5.7900 USD

Common

Buy Transaction

100

5.9100 USD

Common

Buy Transaction

1,400

5.9400 USD

Common

Buy Transaction

129

5.9600 USD

Common

Buy Transaction

700

5.9629 USD

Common

Buy Transaction

816

5.9645 USD

Common

Buy Transaction

492

5.9715 USD

Common

Buy Transaction

303

5.9800 USD

Common

Buy Transaction

1,505

5.9841 USD

Common

Buy Transaction

236

5.9842 USD

Common

Buy Transaction

1,225

5.9849 USD

Common

Buy Transaction

200

5.9900 USD

Common

Buy Transaction

16,456

5.9904 USD

Common

Buy Transaction

636

5.9908 USD

Common

Buy Transaction

6,449

5.9929 USD

Common

Buy Transaction

1,338

5.9937 USD

Common

Buy Transaction

200

5.9950 USD

Common

Buy Transaction

1,883

5.9951 USD

Common

Buy Transaction

1,112

5.9954 USD

Common

Buy Transaction

1

5.9959 USD

Common

Buy Transaction

2,878

5.9965 USD

Common

Buy Transaction

55,295

6.0000 USD

Common

Buy Transaction

659

6.0022 USD

Common

Buy Transaction

1,598

6.0026 USD

Common

Buy Transaction

1,566

6.0061 USD

Common

Buy Transaction

5,488

6.0108 USD

Common

Buy Transaction

1,818

6.0125 USD

Common

Buy Transaction

2,300

6.0156 USD

Common

Buy Transaction

665

6.0158 USD

Common

Buy Transaction

337

6.0163 USD

Common

Buy Transaction

1,053

6.0164 USD

Common

Buy Transaction

2,251

6.0171 USD

Common

Buy Transaction

2,666

6.0200 USD

Common

Buy Transaction

1,787

6.0232 USD

Common

Buy Transaction

121

6.0239 USD

Common

Buy Transaction

322

6.0243 USD

Common

Buy Transaction

82

6.0250 USD

Common

Buy Transaction

67

6.0251 USD

Common

Buy Transaction

7

6.0257 USD

Common

Buy Transaction

9,669

6.0258 USD

Common

Buy Transaction

11,751

6.0260 USD

Common

Buy Transaction

1

6.0262 USD

Common

Buy Transaction

1,517

6.0272 USD

Common

Buy Transaction

2,477

6.0299 USD

Common

Buy Transaction

2,081

6.0300 USD

Common

Buy Transaction

300

6.0317 USD

Common

Buy Transaction

83

6.0319 USD

Common

Buy Transaction

1,174

6.0345 USD

Common

Buy Transaction

2,655

6.0350 USD

Common

Buy Transaction

40

6.0350 USD

Common

Buy Transaction

3,717

6.0352 USD

Common

Buy Transaction

1,100

6.0355 USD

Common

Buy Transaction

1,000

6.0360 USD

Common

Buy Transaction

1,712

6.0361 USD

Common

Buy Transaction

65

6.0362 USD

Common

Buy Transaction

1,108

6.0379 USD

Common

Buy Transaction

4,593

6.0393 USD

Common

Buy Transaction

820

6.0400 USD

Common

Buy Transaction

730

6.0400 USD

Common

Buy Transaction

3,071

6.0402 USD

Common

Buy Transaction

224

6.0420 USD

Common

Buy Transaction

888

6.0425 USD

Common

Buy Transaction

366

6.0445 USD

Common

Buy Transaction

310

6.0448 USD

Common

Buy Transaction

4,852

6.0467 USD

Common

Buy Transaction

1,082

6.0474 USD

Common

Buy Transaction

762

6.0485 USD

Common

Buy Transaction

46,816

6.0500 USD

Common

Buy Transaction

52

6.0508 USD

Common

Buy Transaction

1

6.0509 USD

Common

Buy Transaction

455

6.0513 USD

Common

Buy Transaction

17,101

6.0513 USD

Common

Buy Transaction

500

6.0550 USD

Common

Buy Transaction

7,219

6.0550 USD

Common

Buy Transaction

9

6.0556 USD

Common

Buy Transaction

6,954

6.0574 USD

Common

Buy Transaction

967

6.0633 USD

Common

Buy Transaction

336

6.0644 USD

Common

Buy Transaction

7,336

6.0647 USD

Common

Buy Transaction

400

6.0700 USD

Common

Buy Transaction

332

6.0750 USD

Common

Buy Transaction

577

6.0773 USD

Common

Buy Transaction

715

6.0777 USD

Common

Buy Transaction

3,351

6.0799 USD

Common

Buy Transaction

6,654

6.0800 USD

Common

Buy Transaction

1,459

6.0849 USD

Common

Buy Transaction

1,986

6.0927 USD

Common

Buy Transaction

1

6.1300 USD

Common

Buy Transaction

2,605

6.1400 USD

Common

Sell Transaction

100

5.9100 USD

Common

Sell Transaction

1

5.9300 USD

Common

Sell Transaction

204

5.9500 USD

Common

Sell Transaction

187

5.9600 USD

Common

Sell Transaction

20

5.9650 USD

Common

Sell Transaction

1,130

5.9700 USD

Common

Sell Transaction

229

5.9703 USD

Common

Sell Transaction

1,293

5.9747 USD

Common

Sell Transaction

8

5.9750 USD

Common

Sell Transaction

6,885

5.9800 USD

Common

Sell Transaction

780

5.9803 USD

Common

Sell Transaction

212

5.9804 USD

Common

Sell Transaction

250

5.9818 USD

Common

Sell Transaction

5,110

5.9850 USD

Common

Sell Transaction

100

5.9881 USD

Common

Sell Transaction

1,418

5.9884 USD

Common

Sell Transaction

2,911

5.9888 USD

Common

Sell Transaction

630

5.9900 USD

Common

Sell Transaction

678

5.9907 USD

Common

Sell Transaction

1,312

5.9914 USD

Common

Sell Transaction

1,418

5.9914 USD

Common

Sell Transaction

808

5.9921 USD

Common

Sell Transaction

2,253

5.9927 USD

Common

Sell Transaction

200

5.9950 USD

Common

Sell Transaction

2,435

5.9964 USD

Common

Sell Transaction

235

5.9987 USD

Common

Sell Transaction

410

5.9995 USD

Common

Sell Transaction

140

6.0000 USD

Common

Sell Transaction

1,865

6.0026 USD

Common

Sell Transaction

5,390

6.0046 USD

Common

Sell Transaction

266

6.0092 USD

Common

Sell Transaction

15

6.0093 USD

Common

Sell Transaction

199

6.0100 USD

Common

Sell Transaction

469

6.0140 USD

Common

Sell Transaction

97

6.0151 USD

Common

Sell Transaction

316

6.0167 USD

Common

Sell Transaction

13

6.0185 USD

Common

Sell Transaction

478

6.0200 USD

Common

Sell Transaction

107

6.0204 USD

Common

Sell Transaction

37,245

6.0229 USD

Common

Sell Transaction

1

6.0229 USD

Common

Sell Transaction

1,312

6.0235 USD

Common

Sell Transaction

8,149

6.0237 USD

Common

Sell Transaction

972

6.0238 USD

Common

Sell Transaction

100

6.0250 USD

Common

Sell Transaction

5

6.0260 USD

Common

Sell Transaction

1,797

6.0277 USD

Common

Sell Transaction

24,141

6.0281 USD

Common

Sell Transaction

1,200

6.0292 USD

Common

Sell Transaction

261

6.0296 USD

Common

Sell Transaction

10,407

6.0300 USD

Common

Sell Transaction

1,753

6.0324 USD

Common

Sell Transaction

68

6.0329 USD

Common

Sell Transaction

10,628

6.0336 USD

Common

Sell Transaction

1,767

6.0338 USD

Common

Sell Transaction

200

6.0350 USD

Common

Sell Transaction

1,225

6.0367 USD

Common

Sell Transaction

76

6.0397 USD

Common

Sell Transaction

2,824

6.0400 USD

Common

Sell Transaction

198

6.0402 USD

Common

Sell Transaction

138

6.0431 USD

Common

Sell Transaction

3,602

6.0447 USD

Common

Sell Transaction

1,671

6.0455 USD

Common

Sell Transaction

14,957

6.0458 USD

Common

Sell Transaction

1,159

6.0466 USD

Common

Sell Transaction

5,812

6.0476 USD

Common

Sell Transaction

212

6.0486 USD

Common

Sell Transaction

58,931

6.0500 USD

Common

Sell Transaction

34,306

6.0512 USD

Common

Sell Transaction

164

6.0524 USD

Common

Sell Transaction

500

6.0550 USD

Common

Sell Transaction

840

6.0551 USD

Common

Sell Transaction

8,478

6.0558 USD

Common

Sell Transaction

3,368

6.0568 USD

Common

Sell Transaction

404

6.0571 USD

Common

Sell Transaction

4,742

6.0575 USD

Common

Sell Transaction

4,341

6.0584 USD

Common

Sell Transaction

3,209

6.0597 USD

Common

Sell Transaction

1,402

6.0600 USD

Common

Sell Transaction

1,165

6.0601 USD

Common

Sell Transaction

126

6.0603 USD

Common

Sell Transaction

853

6.0604 USD

Common

Sell Transaction

3,101

6.0607 USD

Common

Sell Transaction

1,838

6.0614 USD

Common

Sell Transaction

2,235

6.0615 USD

Common

Sell Transaction

357

6.0625 USD

Common

Sell Transaction

1,200

6.0625 USD

Common

Sell Transaction

2,041

6.0635 USD

Common

Sell Transaction

343

6.0635 USD

Common

Sell Transaction

435

6.0645 USD

Common

Sell Transaction

2

6.0650 USD

Common

Sell Transaction

18,347

6.0678 USD

Common

Sell Transaction

249

6.0710 USD

Common

Sell Transaction

220

6.0714 USD

Common

Sell Transaction

1

6.0743 USD

Common

Sell Transaction

3,697

6.0753 USD

Common

Sell Transaction

916

6.0790 USD

Common

Sell Transaction

345

6.0804 USD

Common

Sell Transaction

359

6.0833 USD

Common

Sell Transaction

2

6.0850 USD

Common

Sell Transaction

29

6.0872 USD

Common

Sell Transaction

639

6.0887 USD

Common

Sell Transaction

3

6.0900 USD

Common

Sell Transaction

1,711

6.0932 USD

Common

Sell Transaction

395

6.0976 USD

Common

Sell Transaction

2,401

6.1000 USD

Common

Sell Transaction

503

6.1036 USD

Common

Sell Transaction

200

6.1100 USD

Common

Sell Transaction

488

6.1112 USD

Common

Sell Transaction

695

6.1114 USD

Common

Sell Transaction

990

6.1200 USD

Common

Sell Transaction

1,190

6.1238 USD

Common

Sell Transaction

500

6.1250 USD

Common

Sell Transaction

3,370

6.1254 USD

Common

Sell Transaction

2,605

6.1400 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

11.0000 USD

American

2026-04-17

0.1600 USD

Common

Call Option

Buy Transaction

100

11.0000 USD

American

2026-04-17

0.1700 USD

Common

Put Option

Buy Transaction

100

5.0000 USD

American

2026-04-17

0.4500 USD

Common

Call Option

Buy Transaction

1,800

6.0000 USD

American

2026-01-16

0.7500 USD

Common

Call Option

Buy Transaction

100

6.0000 USD

American

2026-01-16

0.7900 USD

Common

Put Option

Buy Transaction

800

7.0000 USD

American

2026-07-17

1.6500 USD

Common

Put Option

Sell Transaction

100

5.0000 USD

American

2026-04-17

0.3700 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-04-17

0.6600 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-12-18

1.1000 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-12-18

1.1300 USD

Common

Call Option

Sell Transaction

100

5.0000 USD

American

2025-10-17

1.2000 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:

12 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

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

100

9.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-10,800

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-400

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

5,800

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-215,700

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

43,400

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

500

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

5,400

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-1,200

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

10,200

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

1,500

5.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-800

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

17,500

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-8,200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

44,700

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

700

7.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Sold

89,700

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-54,300

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-128,700

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

700

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Sold

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-500

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-300

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-111,700

7.0 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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