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Form 8.3 - American Axle & Manufacturing Holdings

19th May 2025 15:00

RNS Number : 2411J
Citadel Group
19 May 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

16 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:

1,340,572

1.12

0

0.00

(2) Cash-settled derivatives:

 

772,862

0.65

0

0.00

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

1,971,800

1.66

947,300

0.79

 

TOTAL:

4,085,234

3.44

947,300

0.79

 

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

600

4.4483 USD

Common

Buy Transaction

280

4.4500 USD

Common

Buy Transaction

3,620

4.4507 USD

Common

Buy Transaction

915

4.4508 USD

Common

Buy Transaction

331

4.4554 USD

Common

Buy Transaction

211

4.4589 USD

Common

Buy Transaction

2,998

4.4600 USD

Common

Buy Transaction

1,794

4.4601 USD

Common

Buy Transaction

1,200

4.4608 USD

Common

Buy Transaction

305

4.4611 USD

Common

Buy Transaction

2,039

4.4651 USD

Common

Buy Transaction

3,599

4.4680 USD

Common

Buy Transaction

700

4.4686 USD

Common

Buy Transaction

800

4.4688 USD

Common

Buy Transaction

1,262

4.4693 USD

Common

Buy Transaction

11

4.4700 USD

Common

Buy Transaction

572

4.4701 USD

Common

Buy Transaction

10,700

4.4750 USD

Common

Buy Transaction

1,768

4.4752 USD

Common

Buy Transaction

139

4.4773 USD

Common

Buy Transaction

2,063

4.4776 USD

Common

Buy Transaction

52,216

4.4800 USD

Common

Buy Transaction

800

4.4825 USD

Common

Buy Transaction

2,432

4.4837 USD

Common

Buy Transaction

153

4.4842 USD

Common

Buy Transaction

200

4.4850 USD

Common

Buy Transaction

28,284

4.4863 USD

Common

Buy Transaction

300

4.4867 USD

Common

Buy Transaction

218

4.4898 USD

Common

Buy Transaction

5,619

4.4900 USD

Common

Buy Transaction

801

4.4900 USD

Common

Buy Transaction

1,664

4.4902 USD

Common

Buy Transaction

2,352

4.4903 USD

Common

Buy Transaction

120

4.4908 USD

Common

Buy Transaction

130

4.4911 USD

Common

Buy Transaction

35

4.4911 USD

Common

Buy Transaction

4,198

4.4926 USD

Common

Buy Transaction

173

4.4927 USD

Common

Buy Transaction

131

4.4927 USD

Common

Buy Transaction

2,300

4.4928 USD

Common

Buy Transaction

1,700

4.4931 USD

Common

Buy Transaction

2,899

4.4932 USD

Common

Buy Transaction

180

4.4939 USD

Common

Buy Transaction

10

4.4940 USD

Common

Buy Transaction

1,648

4.4950 USD

Common

Buy Transaction

3,500

4.4950 USD

Common

Buy Transaction

1,044

4.4954 USD

Common

Buy Transaction

547

4.4959 USD

Common

Buy Transaction

2,700

4.4959 USD

Common

Buy Transaction

126

4.4960 USD

Common

Buy Transaction

494

4.4966 USD

Common

Buy Transaction

200

4.4980 USD

Common

Buy Transaction

487

4.4981 USD

Common

Buy Transaction

1

4.4996 USD

Common

Buy Transaction

1,654

4.5000 USD

Common

Buy Transaction

3,920

4.5008 USD

Common

Buy Transaction

1

4.5011 USD

Common

Buy Transaction

2,200

4.5018 USD

Common

Buy Transaction

603

4.5043 USD

Common

Buy Transaction

2

4.5050 USD

Common

Buy Transaction

1,038

4.5077 USD

Common

Buy Transaction

6,838

4.5094 USD

Common

Buy Transaction

4,514

4.5101 USD

Common

Buy Transaction

481

4.5101 USD

Common

Buy Transaction

100

4.5110 USD

Common

Buy Transaction

13,144

4.5146 USD

Common

Buy Transaction

369

4.5148 USD

Common

Buy Transaction

32

4.5194 USD

Common

Buy Transaction

3,426

4.5200 USD

Common

Buy Transaction

1,685

4.5248 USD

Common

Buy Transaction

1,522

4.5274 USD

Common

Buy Transaction

640

4.5299 USD

Common

Buy Transaction

1,533

4.5300 USD

Common

Buy Transaction

2,373

4.5313 USD

Common

Buy Transaction

412

4.5326 USD

Common

Buy Transaction

321

4.5376 USD

Common

Buy Transaction

100

4.5600 USD

Common

DVP Transaction

65

4.4500 USD

Common

DVP Transaction

51,257

4.4800 USD

Common

DVP Transaction

63

4.4851 USD

Common

DVP Transaction

5,746

4.5200 USD

Common

DVP Transaction

25

4.5600 USD

Common

RVP Transaction

65

4.4500 USD

Common

RVP Transaction

51,257

4.4800 USD

Common

RVP Transaction

63

4.4851 USD

Common

RVP Transaction

5,746

4.5200 USD

Common

RVP Transaction

25

4.5600 USD

Common

Sell Transaction

90

4.4400 USD

Common

Sell Transaction

19,420

4.4404 USD

Common

Sell Transaction

1,019

4.4500 USD

Common

Sell Transaction

2,317

4.4509 USD

Common

Sell Transaction

16,139

4.4550 USD

Common

Sell Transaction

1,219

4.4561 USD

Common

Sell Transaction

17

4.4571 USD

Common

Sell Transaction

157

4.4590 USD

Common

Sell Transaction

2,042

4.4600 USD

Common

Sell Transaction

135

4.4624 USD

Common

Sell Transaction

15

4.4633 USD

Common

Sell Transaction

552

4.4663 USD

Common

Sell Transaction

815

4.4664 USD

Common

Sell Transaction

300

4.4667 USD

Common

Sell Transaction

200

4.4675 USD

Common

Sell Transaction

100

4.4699 USD

Common

Sell Transaction

3,048

4.4700 USD

Common

Sell Transaction

572

4.4701 USD

Common

Sell Transaction

371

4.4711 USD

Common

Sell Transaction

880

4.4723 USD

Common

Sell Transaction

945

4.4727 USD

Common

Sell Transaction

300

4.4733 USD

Common

Sell Transaction

760

4.4756 USD

Common

Sell Transaction

1,500

4.4780 USD

Common

Sell Transaction

2,217

4.4798 USD

Common

Sell Transaction

51,721

4.4800 USD

Common

Sell Transaction

9,446

4.4809 USD

Common

Sell Transaction

1,001

4.4810 USD

Common

Sell Transaction

477

4.4816 USD

Common

Sell Transaction

1,600

4.4819 USD

Common

Sell Transaction

1,000

4.4820 USD

Common

Sell Transaction

12,889

4.4823 USD

Common

Sell Transaction

175

4.4830 USD

Common

Sell Transaction

124

4.4842 USD

Common

Sell Transaction

22

4.4850 USD

Common

Sell Transaction

39,826

4.4860 USD

Common

Sell Transaction

5,166

4.4865 USD

Common

Sell Transaction

12

4.4867 USD

Common

Sell Transaction

519

4.4888 USD

Common

Sell Transaction

1,759

4.4900 USD

Common

Sell Transaction

2,015

4.4926 USD

Common

Sell Transaction

753

4.4927 USD

Common

Sell Transaction

19,300

4.4931 USD

Common

Sell Transaction

2

4.4950 USD

Common

Sell Transaction

639

4.4967 USD

Common

Sell Transaction

459

4.4974 USD

Common

Sell Transaction

8,417

4.4975 USD

Common

Sell Transaction

200

4.4982 USD

Common

Sell Transaction

230

4.4985 USD

Common

Sell Transaction

31

4.4997 USD

Common

Sell Transaction

627

4.4998 USD

Common

Sell Transaction

102

4.4998 USD

Common

Sell Transaction

4,305

4.5000 USD

Common

Sell Transaction

2,211

4.5006 USD

Common

Sell Transaction

763

4.5013 USD

Common

Sell Transaction

26

4.5023 USD

Common

Sell Transaction

4,267

4.5023 USD

Common

Sell Transaction

2,552

4.5023 USD

Common

Sell Transaction

375

4.5027 USD

Common

Sell Transaction

242

4.5029 USD

Common

Sell Transaction

1,900

4.5029 USD

Common

Sell Transaction

4,636

4.5036 USD

Common

Sell Transaction

55

4.5038 USD

Common

Sell Transaction

2,075

4.5042 USD

Common

Sell Transaction

55

4.5044 USD

Common

Sell Transaction

1,431

4.5047 USD

Common

Sell Transaction

86

4.5051 USD

Common

Sell Transaction

711

4.5053 USD

Common

Sell Transaction

43

4.5053 USD

Common

Sell Transaction

2,400

4.5054 USD

Common

Sell Transaction

59

4.5066 USD

Common

Sell Transaction

45

4.5067 USD

Common

Sell Transaction

17,024

4.5079 USD

Common

Sell Transaction

1,452

4.5083 USD

Common

Sell Transaction

166

4.5089 USD

Common

Sell Transaction

2,416

4.5092 USD

Common

Sell Transaction

1,614

4.5100 USD

Common

Sell Transaction

373

4.5105 USD

Common

Sell Transaction

96

4.5110 USD

Common

Sell Transaction

1,500

4.5113 USD

Common

Sell Transaction

378

4.5115 USD

Common

Sell Transaction

500

4.5120 USD

Common

Sell Transaction

1,707

4.5123 USD

Common

Sell Transaction

161

4.5134 USD

Common

Sell Transaction

181

4.5136 USD

Common

Sell Transaction

147

4.5141 USD

Common

Sell Transaction

4,748

4.5143 USD

Common

Sell Transaction

13,144

4.5146 USD

Common

Sell Transaction

1,300

4.5150 USD

Common

Sell Transaction

10,700

4.5153 USD

Common

Sell Transaction

999

4.5154 USD

Common

Sell Transaction

34

4.5156 USD

Common

Sell Transaction

6

4.5167 USD

Common

Sell Transaction

1,653

4.5173 USD

Common

Sell Transaction

536

4.5182 USD

Common

Sell Transaction

1,447

4.5187 USD

Common

Sell Transaction

332

4.5190 USD

Common

Sell Transaction

3,970

4.5200 USD

Common

Sell Transaction

396

4.5212 USD

Common

Sell Transaction

411

4.5227 USD

Common

Sell Transaction

100

4.5250 USD

Common

Sell Transaction

640

4.5251 USD

Common

Sell Transaction

25

4.5252 USD

Common

Sell Transaction

3,449

4.5266 USD

Common

Sell Transaction

812

4.5299 USD

Common

Sell Transaction

3,525

4.5300 USD

Common

Sell Transaction

188

4.5323 USD

Common

Sell Transaction

212

4.5349 USD

Common

Sell Transaction

0

4.5392 USD

Common

Sell Transaction

1,584

4.5394 USD

Common

Sell Transaction

2,800

4.5400 USD

Common

Sell Transaction

1,080

4.5500 USD

Common

Sell Transaction

100

4.5600 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

3,800

4.4581 USD

Common

CFD

Increasing long position

21,575

4.4767 USD

Common

CFD

Increasing long position

36,059

4.4871 USD

Common

CFD

Increasing long position

41,416

4.5039 USD

Common

CFD

Increasing long position

200

4.5050 USD

Common

CFD

Increasing long position

1,400

4.5061 USD

Common

CFD

Increasing long position

200

4.5100 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

46

4.0000 USD

American

2025-Jun-20

0.1000 USD

Common

Call Option

Buy Transaction

25

5.0000 USD

American

2025-Jul-18

0.2800 USD

Common

Call Option

Buy Transaction

1

5.0000 USD

American

2025-Oct-17

0.5500 USD

Common

Call Option

DVP Transaction

2

5.0000 USD

American

2025-Jun-20

0.1500 USD

Common

Call Option

DVP Transaction

25

5.0000 USD

American

2025-Jul-18

0.2800 USD

Common

Call Option

DVP Transaction

1

6.0000 USD

American

2025-Oct-17

0.4000 USD

Common

Call Option

DVP Transaction

1

5.0000 USD

American

2025-Oct-17

0.5500 USD

Common

Put Option

DVP Transaction

5

5.0000 USD

American

2025-Jun-20

0.6000 USD

Common

Call Option

RVP Transaction

2

5.0000 USD

American

2025-Jun-20

0.1500 USD

Common

Call Option

RVP Transaction

25

5.0000 USD

American

2025-Jul-18

0.2800 USD

Common

Call Option

RVP Transaction

1

6.0000 USD

American

2025-Oct-17

0.4000 USD

Common

Call Option

RVP Transaction

1

5.0000 USD

American

2025-Oct-17

0.5500 USD

Common

Put Option

RVP Transaction

5

5.0000 USD

American

2025-Jun-20

0.6000 USD

Common

Call Option

Sell Transaction

1

5.0000 USD

American

2025-Jun-20

0.1500 USD

Common

Call Option

Sell Transaction

1

6.0000 USD

American

2025-Oct-17

0.4000 USD

Common

Put Option

Sell Transaction

5

5.0000 USD

American

2025-Jun-20

0.6000 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:

19 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

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-6,000

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-8,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,000

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

800

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,000,000

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

7,900

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

6.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

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

Put Option

Purchased

-400

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,000

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-8,300

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-95,200

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,300

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-605,100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-118,100

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-400

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-36,100

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-800

6.0 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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