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Form 8.3 - American Axle & Manufacturing Holdings

30th Jun 2025 15:00

RNS Number : 0242P
Citadel Group
30 June 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

27 June 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:

2,143,905

1.80

178,467

0.15

(2) Cash-settled derivatives:

 

413,436

0.34

0

0.00

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

978,900

0.82

1,195,000

1.00

 

TOTAL:

3,536,241

2.98

1,373,467

1.15

 

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

300

4.0900 USD

Common

Buy Transaction

14

4.1000 USD

Common

Buy Transaction

249

4.1050 USD

Common

Buy Transaction

1,651

4.1072 USD

Common

Buy Transaction

608

4.1078 USD

Common

Buy Transaction

12,900

4.1092 USD

Common

Buy Transaction

34

4.1100 USD

Common

Buy Transaction

33

4.1109 USD

Common

Buy Transaction

460

4.1111 USD

Common

Buy Transaction

3,676

4.1113 USD

Common

Buy Transaction

745

4.1137 USD

Common

Buy Transaction

5,361

4.1140 USD

Common

Buy Transaction

9,080

4.1144 USD

Common

Buy Transaction

400

4.1150 USD

Common

Buy Transaction

50

4.1152 USD

Common

Buy Transaction

784

4.1155 USD

Common

Buy Transaction

2,475

4.1168 USD

Common

Buy Transaction

4,963

4.1169 USD

Common

Buy Transaction

1,155

4.1200 USD

Common

Buy Transaction

350

4.1224 USD

Common

Buy Transaction

389

4.1261 USD

Common

Buy Transaction

105

4.1307 USD

Common

Buy Transaction

2,162

4.1319 USD

Common

Buy Transaction

4,922

4.1353 USD

Common

Buy Transaction

1,114

4.1361 USD

Common

Buy Transaction

3,760

4.1362 USD

Common

Buy Transaction

35,672

4.1376 USD

Common

Buy Transaction

12,700

4.1400 USD

Common

Buy Transaction

20,428

4.1409 USD

Common

Buy Transaction

8,099

4.1410 USD

Common

Buy Transaction

456

4.1414 USD

Common

Buy Transaction

101,352

4.1455 USD

Common

Buy Transaction

4,789

4.1461 USD

Common

Buy Transaction

2,543

4.1471 USD

Common

Buy Transaction

26,321

4.1474 USD

Common

Buy Transaction

3,583

4.1491 USD

Common

Buy Transaction

1,129

4.1491 USD

Common

Buy Transaction

591

4.1496 USD

Common

Buy Transaction

10,122

4.1500 USD

Common

Buy Transaction

739

4.1507 USD

Common

Buy Transaction

209

4.1510 USD

Common

Buy Transaction

22

4.1514 USD

Common

Buy Transaction

92

4.1514 USD

Common

Buy Transaction

1,328

4.1528 USD

Common

Buy Transaction

3,865

4.1532 USD

Common

Buy Transaction

1,833

4.1533 USD

Common

Buy Transaction

1,005

4.1540 USD

Common

Buy Transaction

2,200

4.1541 USD

Common

Buy Transaction

704

4.1550 USD

Common

Buy Transaction

5,718

4.1555 USD

Common

Buy Transaction

998

4.1570 USD

Common

Buy Transaction

2,783

4.1575 USD

Common

Buy Transaction

1,100

4.1586 USD

Common

Buy Transaction

252

4.1597 USD

Common

Buy Transaction

6,302

4.1600 USD

Common

Buy Transaction

90,168

4.1601 USD

Common

Buy Transaction

3,655

4.1606 USD

Common

Buy Transaction

21

4.1607 USD

Common

Buy Transaction

1,071

4.1607 USD

Common

Buy Transaction

18

4.1608 USD

Common

Buy Transaction

467

4.1611 USD

Common

Buy Transaction

21

4.1612 USD

Common

Buy Transaction

300

4.1617 USD

Common

Buy Transaction

1,300

4.1631 USD

Common

Buy Transaction

294

4.1632 USD

Common

Buy Transaction

2,442

4.1633 USD

Common

Buy Transaction

600

4.1633 USD

Common

Buy Transaction

29,831

4.1641 USD

Common

Buy Transaction

365

4.1650 USD

Common

Buy Transaction

565

4.1658 USD

Common

Buy Transaction

25

4.1664 USD

Common

Buy Transaction

781

4.1674 USD

Common

Buy Transaction

3,195

4.1675 USD

Common

Buy Transaction

1,300

4.1677 USD

Common

Buy Transaction

1,000

4.1680 USD

Common

Buy Transaction

3,511

4.1689 USD

Common

Buy Transaction

3,513

4.1695 USD

Common

Buy Transaction

10,912

4.1700 USD

Common

Buy Transaction

46,298

4.1703 USD

Common

Buy Transaction

1,500

4.1708 USD

Common

Buy Transaction

7,695

4.1709 USD

Common

Buy Transaction

482

4.1710 USD

Common

Buy Transaction

2,835

4.1714 USD

Common

Buy Transaction

2,100

4.1714 USD

Common

Buy Transaction

5,929

4.1716 USD

Common

Buy Transaction

19

4.1716 USD

Common

Buy Transaction

734

4.1717 USD

Common

Buy Transaction

1,100

4.1718 USD

Common

Buy Transaction

12,855

4.1723 USD

Common

Buy Transaction

700

4.1729 USD

Common

Buy Transaction

1,126

4.1732 USD

Common

Buy Transaction

8,928

4.1749 USD

Common

Buy Transaction

600

4.1750 USD

Common

Buy Transaction

3,879

4.1758 USD

Common

Buy Transaction

300

4.1767 USD

Common

Buy Transaction

76,207

4.1800 USD

Common

Buy Transaction

1

4.1801 USD

Common

Buy Transaction

1,000

4.1820 USD

Common

Buy Transaction

450

4.1850 USD

Common

Buy Transaction

34

4.1871 USD

Common

Buy Transaction

448

4.1900 USD

Common

Buy Transaction

870

4.1923 USD

Common

Buy Transaction

112

4.1968 USD

Common

Buy Transaction

9

4.2000 USD

Common

Buy Transaction

1

4.2035 USD

Common

Buy Transaction

290

4.2100 USD

Common

DVP Transaction

41

4.0900 USD

Common

DVP Transaction

14

4.0950 USD

Common

DVP Transaction

14

4.1000 USD

Common

DVP Transaction

34

4.1047 USD

Common

DVP Transaction

24

4.1100 USD

Common

DVP Transaction

24

4.1200 USD

Common

DVP Transaction

2

4.1500 USD

Common

DVP Transaction

371

4.1650 USD

Common

DVP Transaction

2

4.1700 USD

Common

DVP Transaction

73,751

4.1800 USD

Common

DVP Transaction

50

4.1850 USD

Common

DVP Transaction

20,806

4.1871 USD

Common

DVP Transaction

8

4.2000 USD

Common

DVP Transaction

1,097

4.2100 USD

Common

RVP Transaction

1

4.0900 USD

Common

RVP Transaction

158

4.1059 USD

Common

RVP Transaction

2

4.1500 USD

Common

RVP Transaction

300

4.1550 USD

Common

RVP Transaction

365

4.1650 USD

Common

RVP Transaction

300

4.1700 USD

Common

RVP Transaction

3,326

4.1775 USD

Common

RVP Transaction

73,751

4.1800 USD

Common

RVP Transaction

1,554

4.1804 USD

Common

RVP Transaction

50

4.1850 USD

Common

RVP Transaction

695

4.1857 USD

Common

RVP Transaction

1,975

4.1857 USD

Common

RVP Transaction

1,600

4.1863 USD

Common

RVP Transaction

1,300

4.1888 USD

Common

RVP Transaction

726

4.1900 USD

Common

RVP Transaction

1,480

4.1901 USD

Common

RVP Transaction

1,823

4.1914 USD

Common

RVP Transaction

2,104

4.1925 USD

Common

RVP Transaction

1,033

4.1929 USD

Common

RVP Transaction

700

4.1936 USD

Common

RVP Transaction

390

4.1954 USD

Common

RVP Transaction

300

4.1983 USD

Common

RVP Transaction

308

4.2000 USD

Common

RVP Transaction

900

4.2017 USD

Common

RVP Transaction

1,097

4.2100 USD

Common

Sell Transaction

2

4.0900 USD

Common

Sell Transaction

1,399

4.0970 USD

Common

Sell Transaction

439

4.0971 USD

Common

Sell Transaction

2,417

4.0987 USD

Common

Sell Transaction

15,115

4.0991 USD

Common

Sell Transaction

5,445

4.1000 USD

Common

Sell Transaction

1,002

4.1002 USD

Common

Sell Transaction

124

4.1003 USD

Common

Sell Transaction

4,583

4.1006 USD

Common

Sell Transaction

990

4.1040 USD

Common

Sell Transaction

252

4.1050 USD

Common

Sell Transaction

568

4.1053 USD

Common

Sell Transaction

2,717

4.1056 USD

Common

Sell Transaction

52

4.1090 USD

Common

Sell Transaction

23

4.1091 USD

Common

Sell Transaction

612

4.1100 USD

Common

Sell Transaction

801

4.1100 USD

Common

Sell Transaction

1,941

4.1158 USD

Common

Sell Transaction

242

4.1171 USD

Common

Sell Transaction

13

4.1192 USD

Common

Sell Transaction

240

4.1200 USD

Common

Sell Transaction

170

4.1206 USD

Common

Sell Transaction

13,073

4.1211 USD

Common

Sell Transaction

144

4.1217 USD

Common

Sell Transaction

300

4.1267 USD

Common

Sell Transaction

2,040

4.1294 USD

Common

Sell Transaction

500

4.1300 USD

Common

Sell Transaction

287

4.1302 USD

Common

Sell Transaction

3,791

4.1336 USD

Common

Sell Transaction

15,100

4.1346 USD

Common

Sell Transaction

400

4.1350 USD

Common

Sell Transaction

1,700

4.1365 USD

Common

Sell Transaction

700

4.1371 USD

Common

Sell Transaction

800

4.1387 USD

Common

Sell Transaction

1,508

4.1400 USD

Common

Sell Transaction

18,300

4.1402 USD

Common

Sell Transaction

1,806

4.1405 USD

Common

Sell Transaction

116,011

4.1407 USD

Common

Sell Transaction

1,178

4.1407 USD

Common

Sell Transaction

1,500

4.1420 USD

Common

Sell Transaction

326

4.1432 USD

Common

Sell Transaction

200

4.1450 USD

Common

Sell Transaction

3,225

4.1470 USD

Common

Sell Transaction

753

4.1491 USD

Common

Sell Transaction

27,261

4.1500 USD

Common

Sell Transaction

91

4.1526 USD

Common

Sell Transaction

8,567

4.1528 USD

Common

Sell Transaction

4,003

4.1550 USD

Common

Sell Transaction

1,037

4.1550 USD

Common

Sell Transaction

1

4.1551 USD

Common

Sell Transaction

1,100

4.1555 USD

Common

Sell Transaction

2,734

4.1558 USD

Common

Sell Transaction

1,027

4.1566 USD

Common

Sell Transaction

3,204

4.1573 USD

Common

Sell Transaction

923

4.1586 USD

Common

Sell Transaction

98

4.1589 USD

Common

Sell Transaction

3,222

4.1600 USD

Common

Sell Transaction

1,100

4.1609 USD

Common

Sell Transaction

1,800

4.1611 USD

Common

Sell Transaction

1,721

4.1618 USD

Common

Sell Transaction

1,000

4.1620 USD

Common

Sell Transaction

1,600

4.1625 USD

Common

Sell Transaction

32,002

4.1634 USD

Common

Sell Transaction

2,416

4.1648 USD

Common

Sell Transaction

450

4.1656 USD

Common

Sell Transaction

28,430

4.1664 USD

Common

Sell Transaction

8,622

4.1670 USD

Common

Sell Transaction

10,500

4.1670 USD

Common

Sell Transaction

200

4.1675 USD

Common

Sell Transaction

1,021

4.1675 USD

Common

Sell Transaction

12,381

4.1676 USD

Common

Sell Transaction

56,195

4.1686 USD

Common

Sell Transaction

1,000

4.1690 USD

Common

Sell Transaction

309

4.1692 USD

Common

Sell Transaction

4,900

4.1699 USD

Common

Sell Transaction

9,555

4.1700 USD

Common

Sell Transaction

68

4.1701 USD

Common

Sell Transaction

300

4.1733 USD

Common

Sell Transaction

38,471

4.1766 USD

Common

Sell Transaction

78,469

4.1800 USD

Common

Sell Transaction

2,627

4.1806 USD

Common

Sell Transaction

100

4.1850 USD

Common

Sell Transaction

8,699

4.2000 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

Reducing long position

4,000

4.1288 USD

Common

CFD

Reducing long position

4,866

4.1338 USD

Common

CFD

Reducing long position

400

4.1550 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

Put Option

Buy Transaction

50

4.0000 USD

American

2025-Jul-18

0.1500 USD

Common

Put Option

Buy Transaction

2

7.0000 USD

American

2025-Aug-15

2.9900 USD

Common

Put Option

DVP Transaction

2

7.0000 USD

American

2025-Aug-15

2.9900 USD

Common

Put Option

RVP Transaction

2

7.0000 USD

American

2025-Aug-15

2.9900 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:

30 June 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

300

15.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-11,500

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-12,000

3.0 USD

 

American

 

15/08/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-13,100

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-700

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-200

7.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-201,600

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-300

4.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

255,900

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

9,100

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

14,100

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

3,100

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-9,700

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-98,400

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-300

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-643,200

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

91,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-300

3.0 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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