23rd Dec 2025 15:00
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FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
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 | AVADEL PHARMACEUTICALS PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) | N/A |
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure | 22 December 2025 |
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A
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2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Common Stock ISIN IE00BDGMC594 $0.01 ordinary shares | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 944,364 | 0.96 | 207,382 | 0.21 |
(2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 126,400 | 0.12 | 749,400 | 0.76 |
Total | 1,070,764 | 1.09 | 956,782 | 0.97 |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 relevantsecurity | Purchase/sale | Number ofsecurities | Price per unit (Note 5) |
Common | Buy Transaction | 55 | 21.4000 USD |
Common | Buy Transaction | 1 | 21.4400 USD |
Common | Buy Transaction | 4,500 | 21.4434 USD |
Common | Buy Transaction | 10 | 21.4690 USD |
Common | Buy Transaction | 5,000 | 21.4850 USD |
Common | Buy Transaction | 1 | 21.5000 USD |
Common | Buy Transaction | 10 | 21.5300 USD |
Common | Buy Transaction | 1,469 | 21.5324 USD |
Common | Buy Transaction | 1 | 21.5500 USD |
Common | Buy Transaction | 350 | 21.5550 USD |
Common | Buy Transaction | 1,527 | 21.5581 USD |
Common | Buy Transaction | 484 | 21.5600 USD |
Common | Buy Transaction | 272 | 21.5631 USD |
Common | Buy Transaction | 1,226 | 21.5635 USD |
Common | Buy Transaction | 1,357 | 21.5637 USD |
Common | Buy Transaction | 5 | 21.5640 USD |
Common | Buy Transaction | 751 | 21.5645 USD |
Common | Buy Transaction | 611 | 21.5650 USD |
Common | Buy Transaction | 2,771 | 21.5667 USD |
Common | Buy Transaction | 27 | 21.5667 USD |
Common | Buy Transaction | 466 | 21.5700 USD |
Common | Buy Transaction | 208 | 21.5701 USD |
Common | Buy Transaction | 800 | 21.5701 USD |
Common | Buy Transaction | 492 | 21.5701 USD |
Common | Buy Transaction | 796 | 21.5705 USD |
Common | Buy Transaction | 515 | 21.5706 USD |
Common | Buy Transaction | 1,338 | 21.5725 USD |
Common | Buy Transaction | 300 | 21.5733 USD |
Common | Buy Transaction | 59 | 21.5736 USD |
Common | Buy Transaction | 30 | 21.5747 USD |
Common | Buy Transaction | 428 | 21.5750 USD |
Common | Buy Transaction | 200 | 21.5750 USD |
Common | Buy Transaction | 471 | 21.5750 USD |
Common | Buy Transaction | 700 | 21.5751 USD |
Common | Buy Transaction | 57 | 21.5755 USD |
Common | Buy Transaction | 9 | 21.5756 USD |
Common | Buy Transaction | 500 | 21.5790 USD |
Common | Buy Transaction | 66 | 21.5798 USD |
Common | Buy Transaction | 10,583 | 21.5800 USD |
Common | Buy Transaction | 1,600 | 21.5801 USD |
Common | Buy Transaction | 208 | 21.5804 USD |
Common | Buy Transaction | 2,880 | 21.5816 USD |
Common | Buy Transaction | 204 | 21.5816 USD |
Common | Buy Transaction | 1,101 | 21.5818 USD |
Common | Buy Transaction | 2,400 | 21.5825 USD |
Common | Buy Transaction | 3 | 21.5833 USD |
Common | Buy Transaction | 14 | 21.5843 USD |
Common | Buy Transaction | 601 | 21.5850 USD |
Common | Buy Transaction | 3 | 21.5867 USD |
Common | Buy Transaction | 126 | 21.5888 USD |
Common | Buy Transaction | 1 | 21.5900 USD |
Common | Sell Transaction | 1,693 | 21.4300 USD |
Common | Sell Transaction | 940 | 21.4404 USD |
Common | Sell Transaction | 1,082 | 21.4450 USD |
Common | Sell Transaction | 1,325 | 21.4450 USD |
Common | Sell Transaction | 646 | 21.4483 USD |
Common | Sell Transaction | 201 | 21.4506 USD |
Common | Sell Transaction | 217 | 21.4558 USD |
Common | Sell Transaction | 400 | 21.4675 USD |
Common | Sell Transaction | 585 | 21.4806 USD |
Common | Sell Transaction | 300 | 21.4850 USD |
Common | Sell Transaction | 600 | 21.4855 USD |
Common | Sell Transaction | 330 | 21.4930 USD |
Common | Sell Transaction | 45 | 21.4953 USD |
Common | Sell Transaction | 466 | 21.4979 USD |
Common | Sell Transaction | 1 | 21.5000 USD |
Common | Sell Transaction | 900 | 21.5189 USD |
Common | Sell Transaction | 31 | 21.5266 USD |
Common | Sell Transaction | 777 | 21.5281 USD |
Common | Sell Transaction | 418 | 21.5303 USD |
Common | Sell Transaction | 140 | 21.5443 USD |
Common | Sell Transaction | 363 | 21.5459 USD |
Common | Sell Transaction | 12 | 21.5500 USD |
Common | Sell Transaction | 319 | 21.5543 USD |
Common | Sell Transaction | 46 | 21.5568 USD |
Common | Sell Transaction | 145 | 21.5570 USD |
Common | Sell Transaction | 100 | 21.5600 USD |
Common | Sell Transaction | 71 | 21.5605 USD |
Common | Sell Transaction | 11 | 21.5609 USD |
Common | Sell Transaction | 25 | 21.5652 USD |
Common | Sell Transaction | 347 | 21.5676 USD |
Common | Sell Transaction | 703 | 21.5694 USD |
Common | Sell Transaction | 1,147 | 21.5700 USD |
Common | Sell Transaction | 2,891 | 21.5705 USD |
Common | Sell Transaction | 1,618 | 21.5707 USD |
Common | Sell Transaction | 1,211 | 21.5718 USD |
Common | Sell Transaction | 35 | 21.5731 USD |
Common | Sell Transaction | 1,800 | 21.5733 USD |
Common | Sell Transaction | 226 | 21.5736 USD |
Common | Sell Transaction | 104 | 21.5737 USD |
Common | Sell Transaction | 176 | 21.5738 USD |
Common | Sell Transaction | 1,792 | 21.5743 USD |
Common | Sell Transaction | 28 | 21.5750 USD |
Common | Sell Transaction | 105 | 21.5750 USD |
Common | Sell Transaction | 204 | 21.5757 USD |
Common | Sell Transaction | 140 | 21.5758 USD |
Common | Sell Transaction | 526 | 21.5760 USD |
Common | Sell Transaction | 3 | 21.5767 USD |
Common | Sell Transaction | 256 | 21.5767 USD |
Common | Sell Transaction | 33 | 21.5770 USD |
Common | Sell Transaction | 11 | 21.5773 USD |
Common | Sell Transaction | 32 | 21.5781 USD |
Common | Sell Transaction | 113 | 21.5782 USD |
Common | Sell Transaction | 1,104 | 21.5785 USD |
Common | Sell Transaction | 62 | 21.5785 USD |
Common | Sell Transaction | 132 | 21.5789 USD |
Common | Sell Transaction | 143 | 21.5790 USD |
Common | Sell Transaction | 37 | 21.5795 USD |
Common | Sell Transaction | 105 | 21.5798 USD |
Common | Sell Transaction | 276 | 21.5799 USD |
Common | Sell Transaction | 300 | 21.5799 USD |
Common | Sell Transaction | 13,710 | 21.5800 USD |
Common | Sell Transaction | 355 | 21.5803 USD |
Common | Sell Transaction | 821 | 21.5803 USD |
Common | Sell Transaction | 316 | 21.5805 USD |
Common | Sell Transaction | 27 | 21.5811 USD |
Common | Sell Transaction | 1,003 | 21.5814 USD |
Common | Sell Transaction | 1,008 | 21.5819 USD |
Common | Sell Transaction | 26 | 21.5823 USD |
Common | Sell Transaction | 1,009 | 21.5900 USD |
Common | Sell Transaction | 1,944 | 21.5918 USD |
Common | Sell Transaction | 12 | 21.5950 USD |
Common | Sell Transaction | 24,906 | 21.6000 USD |
Common | Sell Transaction | 33 | 21.6212 USD |
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(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 (Note 6) | Price per unit (Note 5) |
(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 (Note 6) | Exerciseprice per unit | Type e.g. American, Europeanetc. | Expiry date | Option moneypaid/ received per unit |
Common | Call Option | Buy Transaction | 1,000 | 22.5000 USD | American | 2027-01-15 | 0.1100 USD |
Common | Call Option | Sell Transaction | 2,400 | 22.5000 USD | American | 2026-01-16 | 0.1000 USD |
Common | Call Option | Sell Transaction | 200 | 22.5000 USD | American | 2026-03-20 | 0.1000 USD |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
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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
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 23 December 2025 |
Contact name | Paula Santos |
Telephone number | 020 7645 9700 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
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SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) ANDRULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDINGOPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ANDRIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Citadel Group |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | AVADEL PHARMACEUTICALS PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities towhich optionor derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
Common | Call Option | Purchased | 0 | 25.0 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 0 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | 0 | 10.0 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -44,400 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -3,000 | 12.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -79,400 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 22.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -100 | 15.0 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 4,400 | 15.0 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 5,600 | 12.5 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 15,600 | 22.5 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 0 | 25.0 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -200 | 17.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -100 | 7.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -1,000 | 17.5 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | -100 | 20.0 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | 0 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -3,800 | 15.0 USD
| American
| 20/03/2026
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Common | Call Option | Purchased | 2,200 | 20.0 USD
| American
| 18/06/2026
|
Common | Call Option | Purchased | 4,200 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -900 | 25.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -147,800 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,700 | 20.0 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 24,900 | 7.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -45,800 | 20.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -12,000 | 17.5 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 300 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -2,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -2,600 | 30.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -63,600 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,200 | 25.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 20.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -179,300 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -9,600 | 7.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -7,500 | 7.5 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -54,800 | 22.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -4,800 | 17.5 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -34,000 | 5.0 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 4,400 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 5,500 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -13,400 | 10.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -100 | 35.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -30,000 | 15.0 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 59,000 | 5.0 USD
| American
| 16/01/2026
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3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position can be fully understood: |
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4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS' AND OTHER EMPLOYEE OPTIONS)
Class of relevant security in relation to which subscription right exists: |
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Details, including nature of the rights concerned and relevant percentages: |
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It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.