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Form 8.3 - American Axle & Manufacturing Holdings

9th Sep 2025 15:00

RNS Number : 6402Y
Citadel Group
09 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

8 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:

1,300,136

1.09

31,139

0.02

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

244,500

0.20

613,700

0.51

 

TOTAL:

1,544,636

1.30

644,839

0.54

 

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

51

5.9300 USD

Common

Buy Transaction

72

5.9600 USD

Common

Buy Transaction

17

5.9800 USD

Common

Buy Transaction

700

5.9814 USD

Common

Buy Transaction

300

5.9867 USD

Common

Buy Transaction

202

5.9900 USD

Common

Buy Transaction

700

5.9950 USD

Common

Buy Transaction

119

5.9950 USD

Common

Buy Transaction

4,100

5.9974 USD

Common

Buy Transaction

13,257

6.0000 USD

Common

Buy Transaction

1,906

6.0001 USD

Common

Buy Transaction

7,279

6.0017 USD

Common

Buy Transaction

2,800

6.0024 USD

Common

Buy Transaction

682

6.0032 USD

Common

Buy Transaction

2,295

6.0063 USD

Common

Buy Transaction

700

6.0071 USD

Common

Buy Transaction

5,372

6.0076 USD

Common

Buy Transaction

1

6.0076 USD

Common

Buy Transaction

1,317

6.0097 USD

Common

Buy Transaction

41

6.0100 USD

Common

Buy Transaction

5,833

6.0102 USD

Common

Buy Transaction

400

6.0114 USD

Common

Buy Transaction

300

6.0117 USD

Common

Buy Transaction

4,150

6.0132 USD

Common

Buy Transaction

1,600

6.0150 USD

Common

Buy Transaction

847

6.0166 USD

Common

Buy Transaction

7,500

6.0167 USD

Common

Buy Transaction

968

6.0200 USD

Common

Buy Transaction

1,243

6.0233 USD

Common

Buy Transaction

900

6.0233 USD

Common

Buy Transaction

1,900

6.0250 USD

Common

Buy Transaction

500

6.0260 USD

Common

Buy Transaction

358

6.0276 USD

Common

Buy Transaction

724

6.0296 USD

Common

Buy Transaction

1,027

6.0300 USD

Common

Buy Transaction

1

6.0305 USD

Common

Buy Transaction

924

6.0308 USD

Common

Buy Transaction

63

6.0310 USD

Common

Buy Transaction

2,636

6.0346 USD

Common

Buy Transaction

14,388

6.0399 USD

Common

Buy Transaction

4,006

6.0430 USD

Common

Buy Transaction

3,868

6.0452 USD

Common

Buy Transaction

3,710

6.0455 USD

Common

Buy Transaction

427

6.0473 USD

Common

Buy Transaction

442

6.0476 USD

Common

Buy Transaction

791

6.0485 USD

Common

Buy Transaction

563

6.0518 USD

Common

Buy Transaction

238

6.0519 USD

Common

Buy Transaction

2,043

6.0526 USD

Common

Buy Transaction

1,268

6.0528 USD

Common

Buy Transaction

3,242

6.0540 USD

Common

Buy Transaction

1,700

6.0541 USD

Common

Buy Transaction

827

6.0546 USD

Common

Buy Transaction

700

6.0557 USD

Common

Buy Transaction

402

6.0561 USD

Common

Buy Transaction

2,200

6.0564 USD

Common

Buy Transaction

320

6.0567 USD

Common

Buy Transaction

4,006

6.0574 USD

Common

Buy Transaction

600

6.0583 USD

Common

Buy Transaction

8

6.0600 USD

Common

Buy Transaction

179

6.0606 USD

Common

Buy Transaction

3,200

6.0609 USD

Common

Buy Transaction

4,161

6.0610 USD

Common

Buy Transaction

1,766

6.0619 USD

Common

Buy Transaction

1,700

6.0629 USD

Common

Buy Transaction

2,063

6.0630 USD

Common

Buy Transaction

538

6.0673 USD

Common

Buy Transaction

200

6.0675 USD

Common

Buy Transaction

4,400

6.0700 USD

Common

Buy Transaction

138

6.0717 USD

Common

Buy Transaction

5,749

6.0725 USD

Common

Buy Transaction

2,000

6.0750 USD

Common

Buy Transaction

705

6.0784 USD

Common

Buy Transaction

1,200

6.0792 USD

Common

Buy Transaction

500

6.0800 USD

Common

Buy Transaction

1,367

6.0824 USD

Common

Buy Transaction

32,200

6.0836 USD

Common

Buy Transaction

12,050

6.0853 USD

Common

Buy Transaction

2,227

6.0855 USD

Common

Buy Transaction

3,000

6.0860 USD

Common

Buy Transaction

350

6.0893 USD

Common

Buy Transaction

5,767

6.0900 USD

Common

Buy Transaction

20

6.0910 USD

Common

Buy Transaction

3,842

6.0922 USD

Common

Buy Transaction

2,060

6.0950 USD

Common

Buy Transaction

43

6.0979 USD

Common

Buy Transaction

17

6.0982 USD

Common

Buy Transaction

700

6.0993 USD

Common

Buy Transaction

24,340

6.1000 USD

Common

Buy Transaction

4,492

6.1050 USD

Common

Buy Transaction

380

6.1051 USD

Common

Buy Transaction

711

6.1085 USD

Common

Buy Transaction

578

6.1094 USD

Common

Buy Transaction

3,545

6.1100 USD

Common

Buy Transaction

1,500

6.1101 USD

Common

Buy Transaction

1,478

6.1111 USD

Common

Buy Transaction

210

6.1112 USD

Common

Buy Transaction

208

6.1146 USD

Common

Buy Transaction

189

6.1150 USD

Common

Buy Transaction

353

6.1175 USD

Common

Buy Transaction

15,503

6.1192 USD

Common

Buy Transaction

227

6.1200 USD

Common

Buy Transaction

430

6.1201 USD

Common

Buy Transaction

21

6.1210 USD

Common

Buy Transaction

16

6.1212 USD

Common

Buy Transaction

33

6.1252 USD

Common

Buy Transaction

3,296

6.1259 USD

Common

Buy Transaction

4,422

6.1300 USD

Common

Buy Transaction

116

6.1351 USD

Common

Sell Transaction

1,889

5.9500 USD

Common

Sell Transaction

100

5.9600 USD

Common

Sell Transaction

329

5.9693 USD

Common

Sell Transaction

2,746

5.9827 USD

Common

Sell Transaction

689

5.9900 USD

Common

Sell Transaction

1,018

5.9974 USD

Common

Sell Transaction

146

5.9992 USD

Common

Sell Transaction

354

5.9992 USD

Common

Sell Transaction

2,609

5.9998 USD

Common

Sell Transaction

12,216

6.0000 USD

Common

Sell Transaction

1,241

6.0000 USD

Common

Sell Transaction

807

6.0000 USD

Common

Sell Transaction

500

6.0022 USD

Common

Sell Transaction

418

6.0024 USD

Common

Sell Transaction

2,086

6.0050 USD

Common

Sell Transaction

700

6.0057 USD

Common

Sell Transaction

25

6.0060 USD

Common

Sell Transaction

400

6.0075 USD

Common

Sell Transaction

758

6.0076 USD

Common

Sell Transaction

493

6.0090 USD

Common

Sell Transaction

5,612

6.0097 USD

Common

Sell Transaction

254

6.0098 USD

Common

Sell Transaction

602

6.0100 USD

Common

Sell Transaction

412

6.0127 USD

Common

Sell Transaction

679

6.0131 USD

Common

Sell Transaction

880

6.0150 USD

Common

Sell Transaction

3,882

6.0150 USD

Common

Sell Transaction

110

6.0155 USD

Common

Sell Transaction

47

6.0168 USD

Common

Sell Transaction

8

6.0175 USD

Common

Sell Transaction

1,136

6.0185 USD

Common

Sell Transaction

821

6.0192 USD

Common

Sell Transaction

968

6.0199 USD

Common

Sell Transaction

20

6.0200 USD

Common

Sell Transaction

82

6.0220 USD

Common

Sell Transaction

6,127

6.0227 USD

Common

Sell Transaction

5,485

6.0230 USD

Common

Sell Transaction

300

6.0233 USD

Common

Sell Transaction

1,058

6.0248 USD

Common

Sell Transaction

800

6.0263 USD

Common

Sell Transaction

1,439

6.0270 USD

Common

Sell Transaction

300

6.0300 USD

Common

Sell Transaction

296

6.0316 USD

Common

Sell Transaction

1,211

6.0351 USD

Common

Sell Transaction

746

6.0358 USD

Common

Sell Transaction

686

6.0408 USD

Common

Sell Transaction

1,789

6.0410 USD

Common

Sell Transaction

876

6.0441 USD

Common

Sell Transaction

1,024

6.0466 USD

Common

Sell Transaction

802

6.0500 USD

Common

Sell Transaction

1,522

6.0503 USD

Common

Sell Transaction

2,428

6.0551 USD

Common

Sell Transaction

16,936

6.0594 USD

Common

Sell Transaction

4,438

6.0600 USD

Common

Sell Transaction

5,007

6.0603 USD

Common

Sell Transaction

2,333

6.0605 USD

Common

Sell Transaction

4,811

6.0622 USD

Common

Sell Transaction

1,300

6.0622 USD

Common

Sell Transaction

1,545

6.0625 USD

Common

Sell Transaction

2

6.0641 USD

Common

Sell Transaction

3,671

6.0648 USD

Common

Sell Transaction

300

6.0650 USD

Common

Sell Transaction

2,400

6.0654 USD

Common

Sell Transaction

2,343

6.0695 USD

Common

Sell Transaction

1,701

6.0715 USD

Common

Sell Transaction

40,456

6.0724 USD

Common

Sell Transaction

1,700

6.0735 USD

Common

Sell Transaction

68

6.0737 USD

Common

Sell Transaction

1,613

6.0744 USD

Common

Sell Transaction

2,597

6.0747 USD

Common

Sell Transaction

7,597

6.0789 USD

Common

Sell Transaction

908

6.0789 USD

Common

Sell Transaction

469

6.0801 USD

Common

Sell Transaction

40,059

6.0837 USD

Common

Sell Transaction

1,700

6.0853 USD

Common

Sell Transaction

3,080

6.0856 USD

Common

Sell Transaction

2,938

6.0859 USD

Common

Sell Transaction

59

6.0881 USD

Common

Sell Transaction

10,700

6.0898 USD

Common

Sell Transaction

350

6.0899 USD

Common

Sell Transaction

13,167

6.0900 USD

Common

Sell Transaction

1,200

6.0917 USD

Common

Sell Transaction

336

6.0935 USD

Common

Sell Transaction

4,007

6.0950 USD

Common

Sell Transaction

600

6.0950 USD

Common

Sell Transaction

897

6.0953 USD

Common

Sell Transaction

130

6.0990 USD

Common

Sell Transaction

4,241

6.0991 USD

Common

Sell Transaction

759

6.0991 USD

Common

Sell Transaction

5,994

6.0993 USD

Common

Sell Transaction

2,400

6.0999 USD

Common

Sell Transaction

20,780

6.1000 USD

Common

Sell Transaction

133

6.1002 USD

Common

Sell Transaction

467

6.1005 USD

Common

Sell Transaction

263

6.1037 USD

Common

Sell Transaction

4,551

6.1040 USD

Common

Sell Transaction

600

6.1050 USD

Common

Sell Transaction

500

6.1080 USD

Common

Sell Transaction

3,986

6.1090 USD

Common

Sell Transaction

6,726

6.1100 USD

Common

Sell Transaction

1,478

6.1110 USD

Common

Sell Transaction

374

6.1150 USD

Common

Sell Transaction

50

6.1182 USD

Common

Sell Transaction

20

6.1190 USD

Common

Sell Transaction

1,480

6.1194 USD

Common

Sell Transaction

2,600

6.1197 USD

Common

Sell Transaction

897

6.1200 USD

Common

Sell Transaction

191

6.1210 USD

Common

Sell Transaction

1,100

6.1286 USD

Common

Sell Transaction

38

6.1292 USD

Common

Sell Transaction

517

6.1293 USD

Common

Sell Transaction

21,933

6.1300 USD

Common

Sell Transaction

169

6.1330 USD

Common

Sell Transaction

2,610

6.1396 USD

Common

Sell Transaction

805

6.1396 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

100

5.0000 USD

American

2026-01-16

0.3000 USD

Common

Call Option

Buy Transaction

100

7.0000 USD

American

2026-04-17

0.7200 USD

Common

Call Option

Buy Transaction

200

6.0000 USD

American

2026-04-17

1.0500 USD

Common

Call Option

Buy Transaction

500

6.0000 USD

American

2026-04-17

1.0800 USD

Common

Call Option

Buy Transaction

18,400

6.0000 USD

American

2026-04-17

1.1000 USD

Common

Call Option

Sell Transaction

200

6.0000 USD

American

2025-09-19

0.2500 USD

Common

Call Option

Sell Transaction

500

7.0000 USD

American

2026-01-16

0.5500 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-04-17

0.6600 USD

Common

Call Option

Sell Transaction

200

7.0000 USD

American

2026-04-17

0.6700 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:

9 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

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

17,500

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-10,800

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

1,100

7.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

100

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-215,700

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

5,400

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-400

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

5,800

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,500

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

43,400

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

42,800

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

500

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

10,500

7.0 USD

 

American

 

18/12/2026

 

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

Put Option

Sold

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-500

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-113,700

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-300

7.0 USD

 

American

 

17/07/2026

 

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

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

3.0 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

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Sold

-128,600

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

100

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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