25th Nov 2025 15:00
Ap27
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 | 24 November 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
|
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.
Ap28
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 | 1,441,737 | 1.47 | 322,234 | 0.32 |
(2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 161,800 | 0.16 | 782,800 | 0.80 |
Total | 1,603,537 | 1.64 | 1,105,034 | 1.13 |
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 | 10 | 22.8940 USD |
Common | Buy Transaction | 1,500 | 22.8950 USD |
Common | Buy Transaction | 43,217 | 22.8951 USD |
Common | Buy Transaction | 2 | 22.9000 USD |
Common | Buy Transaction | 507 | 22.9039 USD |
Common | Buy Transaction | 99 | 22.9051 USD |
Common | Buy Transaction | 8 | 22.9062 USD |
Common | Buy Transaction | 3 | 22.9067 USD |
Common | Buy Transaction | 248 | 22.9100 USD |
Common | Buy Transaction | 600 | 22.9150 USD |
Common | Buy Transaction | 1,038 | 22.9197 USD |
Common | Buy Transaction | 36,592 | 22.9200 USD |
Common | Buy Transaction | 1 | 22.9300 USD |
Common | Buy Transaction | 97 | 22.9315 USD |
Common | Buy Transaction | 123 | 22.9356 USD |
Common | Buy Transaction | 1,215 | 22.9360 USD |
Common | Buy Transaction | 863 | 22.9373 USD |
Common | Buy Transaction | 166 | 22.9380 USD |
Common | Buy Transaction | 1,995 | 22.9402 USD |
Common | Buy Transaction | 798 | 22.9437 USD |
Common | Buy Transaction | 1,000 | 22.9477 USD |
Common | Buy Transaction | 56 | 22.9479 USD |
Common | Buy Transaction | 1,065 | 22.9495 USD |
Common | Buy Transaction | 1,083 | 22.9503 USD |
Common | Buy Transaction | 400 | 22.9525 USD |
Common | Buy Transaction | 10 | 22.9530 USD |
Common | Buy Transaction | 390 | 22.9531 USD |
Common | Buy Transaction | 491 | 22.9544 USD |
Common | Buy Transaction | 5,920 | 22.9569 USD |
Common | Buy Transaction | 748 | 22.9600 USD |
Common | Buy Transaction | 545 | 22.9620 USD |
Common | Buy Transaction | 8,704 | 22.9656 USD |
Common | Buy Transaction | 2,328 | 22.9700 USD |
Common | Buy Transaction | 3,310 | 22.9701 USD |
Common | Buy Transaction | 1,073 | 22.9716 USD |
Common | Buy Transaction | 637 | 22.9739 USD |
Common | Buy Transaction | 770 | 22.9750 USD |
Common | Buy Transaction | 29 | 22.9752 USD |
Common | Buy Transaction | 1,990 | 22.9758 USD |
Common | Buy Transaction | 1 | 22.9800 USD |
Common | Buy Transaction | 333 | 22.9816 USD |
Common | Buy Transaction | 3,160 | 22.9823 USD |
Common | Buy Transaction | 3 | 22.9833 USD |
Common | Buy Transaction | 53 | 22.9842 USD |
Common | Buy Transaction | 50 | 22.9850 USD |
Common | Buy Transaction | 498 | 22.9881 USD |
Common | Buy Transaction | 2,173 | 22.9900 USD |
Common | Buy Transaction | 298 | 22.9923 USD |
Common | Buy Transaction | 814 | 22.9944 USD |
Common | Buy Transaction | 592 | 22.9950 USD |
Common | Buy Transaction | 100 | 22.9950 USD |
Common | Buy Transaction | 422 | 22.9984 USD |
Common | Buy Transaction | 3,078 | 23.0000 USD |
Common | Buy Transaction | 15 | 23.0100 USD |
Common | Buy Transaction | 699 | 23.0101 USD |
Common | Buy Transaction | 3,001 | 23.0117 USD |
Common | Buy Transaction | 253 | 23.0126 USD |
Common | Buy Transaction | 5 | 23.0160 USD |
Common | Buy Transaction | 674 | 23.0162 USD |
Common | Buy Transaction | 1 | 23.0200 USD |
Common | Buy Transaction | 157 | 23.0259 USD |
Common | Buy Transaction | 495 | 23.0305 USD |
Common | Buy Transaction | 924 | 23.0329 USD |
Common | Buy Transaction | 579 | 23.0356 USD |
Common | Buy Transaction | 2 | 23.0400 USD |
Common | Buy Transaction | 200 | 23.0450 USD |
Common | Buy Transaction | 127 | 23.0500 USD |
Common | Buy Transaction | 158 | 23.0513 USD |
Common | Buy Transaction | 231 | 23.0517 USD |
Common | Buy Transaction | 5 | 23.0540 USD |
Common | Buy Transaction | 536 | 23.0569 USD |
Common | Buy Transaction | 317 | 23.0595 USD |
Common | Buy Transaction | 254 | 23.0600 USD |
Common | Buy Transaction | 715 | 23.0638 USD |
Common | Buy Transaction | 44 | 23.0650 USD |
Common | Buy Transaction | 530 | 23.0662 USD |
Common | Buy Transaction | 320 | 23.0714 USD |
Common | Buy Transaction | 330 | 23.0763 USD |
Common | Buy Transaction | 78 | 23.0765 USD |
Common | Buy Transaction | 1,474 | 23.0787 USD |
Common | Buy Transaction | 827 | 23.0791 USD |
Common | Buy Transaction | 21 | 23.0793 USD |
Common | Buy Transaction | 20 | 23.0800 USD |
Common | Buy Transaction | 201 | 23.0820 USD |
Common | Buy Transaction | 178 | 23.0837 USD |
Common | Buy Transaction | 170 | 23.0888 USD |
Common | Buy Transaction | 554 | 23.0900 USD |
Common | Buy Transaction | 195 | 23.0914 USD |
Common | Buy Transaction | 110 | 23.0950 USD |
Common | Buy Transaction | 29 | 23.0952 USD |
Common | Buy Transaction | 441 | 23.1000 USD |
Common | Buy Transaction | 1,015 | 23.1033 USD |
Common | Buy Transaction | 1,083 | 23.1142 USD |
Common | Buy Transaction | 300 | 23.1400 USD |
Common | Buy Transaction | 340 | 23.1500 USD |
Common | Buy Transaction | 4 | 23.1700 USD |
Common | Sell Transaction | 110 | 22.8400 USD |
Common | Sell Transaction | 1,000 | 22.8800 USD |
Common | Sell Transaction | 100 | 22.8950 USD |
Common | Sell Transaction | 467 | 22.8987 USD |
Common | Sell Transaction | 3,537 | 22.9000 USD |
Common | Sell Transaction | 39 | 22.9038 USD |
Common | Sell Transaction | 34 | 22.9050 USD |
Common | Sell Transaction | 39 | 22.9100 USD |
Common | Sell Transaction | 140 | 22.9164 USD |
Common | Sell Transaction | 24,242 | 22.9200 USD |
Common | Sell Transaction | 10 | 22.9250 USD |
Common | Sell Transaction | 79 | 22.9251 USD |
Common | Sell Transaction | 5,331 | 22.9256 USD |
Common | Sell Transaction | 27 | 22.9400 USD |
Common | Sell Transaction | 437 | 22.9401 USD |
Common | Sell Transaction | 7,572 | 22.9494 USD |
Common | Sell Transaction | 342 | 22.9548 USD |
Common | Sell Transaction | 1,400 | 22.9550 USD |
Common | Sell Transaction | 391 | 22.9600 USD |
Common | Sell Transaction | 332 | 22.9603 USD |
Common | Sell Transaction | 136 | 22.9620 USD |
Common | Sell Transaction | 555 | 22.9648 USD |
Common | Sell Transaction | 1,106 | 22.9662 USD |
Common | Sell Transaction | 491 | 22.9700 USD |
Common | Sell Transaction | 429 | 22.9702 USD |
Common | Sell Transaction | 164 | 22.9710 USD |
Common | Sell Transaction | 444 | 22.9729 USD |
Common | Sell Transaction | 62 | 22.9739 USD |
Common | Sell Transaction | 1,084 | 22.9745 USD |
Common | Sell Transaction | 322 | 22.9782 USD |
Common | Sell Transaction | 114 | 22.9793 USD |
Common | Sell Transaction | 357 | 22.9795 USD |
Common | Sell Transaction | 144 | 22.9800 USD |
Common | Sell Transaction | 23 | 22.9817 USD |
Common | Sell Transaction | 454 | 22.9821 USD |
Common | Sell Transaction | 123 | 22.9846 USD |
Common | Sell Transaction | 3,327 | 22.9852 USD |
Common | Sell Transaction | 20 | 22.9865 USD |
Common | Sell Transaction | 415 | 22.9867 USD |
Common | Sell Transaction | 377 | 22.9900 USD |
Common | Sell Transaction | 102 | 22.9912 USD |
Common | Sell Transaction | 2,255 | 22.9939 USD |
Common | Sell Transaction | 2,145 | 22.9948 USD |
Common | Sell Transaction | 48 | 23.0000 USD |
Common | Sell Transaction | 2,333 | 23.0043 USD |
Common | Sell Transaction | 376 | 23.0064 USD |
Common | Sell Transaction | 506 | 23.0075 USD |
Common | Sell Transaction | 2 | 23.0100 USD |
Common | Sell Transaction | 246 | 23.0106 USD |
Common | Sell Transaction | 1,040 | 23.0111 USD |
Common | Sell Transaction | 3,001 | 23.0117 USD |
Common | Sell Transaction | 536 | 23.0119 USD |
Common | Sell Transaction | 12 | 23.0158 USD |
Common | Sell Transaction | 1,452 | 23.0176 USD |
Common | Sell Transaction | 4 | 23.0200 USD |
Common | Sell Transaction | 900 | 23.0244 USD |
Common | Sell Transaction | 50 | 23.0250 USD |
Common | Sell Transaction | 1,014 | 23.0257 USD |
Common | Sell Transaction | 100 | 23.0300 USD |
Common | Sell Transaction | 1,165 | 23.0462 USD |
Common | Sell Transaction | 8 | 23.0463 USD |
Common | Sell Transaction | 3,270 | 23.0500 USD |
Common | Sell Transaction | 2,421 | 23.0520 USD |
Common | Sell Transaction | 530 | 23.0662 USD |
Common | Sell Transaction | 290 | 23.0700 USD |
Common | Sell Transaction | 100 | 23.0750 USD |
Common | Sell Transaction | 5 | 23.0760 USD |
Common | Sell Transaction | 584 | 23.0776 USD |
Common | Sell Transaction | 1,122 | 23.0792 USD |
Common | Sell Transaction | 1,664 | 23.0956 USD |
Common | Sell Transaction | 468 | 23.0983 USD |
Common | Sell Transaction | 77 | 23.1283 USD |
Common | Sell Transaction | 5 | 23.1600 USD |
Ap29
(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 | Sell Transaction | 2,500 | 25.0000 USD | American | 2025-12-19 | 0.2500 USD |
Common | Call Option | Sell Transaction | 100 | 25.0000 USD | American | 2027-01-15 | 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 (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) |
|
|
|
|
Ap30
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 | 25 November 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.
Ap32
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 | Put Option | Purchased | -100 | 20.0 USD
| American
| 18/06/2026
|
Common | Call Option | Purchased | 24,200 | 22.5 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 5,800 | 22.5 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 5,100 | 15.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -4,700 | 15.0 USD
| American
| 19/12/2025
|
Common | Put Option | Purchased | -1,000 | 17.5 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | -60,700 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 4,200 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 7.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -1,000 | 25.0 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -44,400 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 15.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -3,800 | 15.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 3,000 | 25.0 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 2,200 | 20.0 USD
| American
| 18/06/2026
|
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 | Call Option | Purchased | 0 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -2,900 | 7.5 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 5,600 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | 0 | 10.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 900 | 7.5 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 100 | 22.5 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | 0 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -3,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -38,000 | 15.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -183,200 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 4,800 | 20.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -100 | 35.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 5,500 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 30.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -5,100 | 10.0 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 1,600 | 12.5 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 8,200 | 10.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -46,200 | 20.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -700 | 20.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -150,600 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -31,800 | 17.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -4,300 | 22.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -10,200 | 7.5 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 4,400 | 17.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -4,300 | 25.0 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 1,900 | 17.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -100 | 20.0 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 400 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -1,700 | 25.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -9,600 | 7.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -4,800 | 17.5 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 59,000 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -13,500 | 10.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -5,400 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -10,000 | 17.5 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -30,000 | 15.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -34,200 | 5.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -6,200 | 12.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -65,900 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,600 | 30.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 24,900 | 7.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,100 | 12.5 USD
| American
| 20/03/2026
|
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position can be fully understood: |
|
Ap33
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS' AND OTHER EMPLOYEE OPTIONS)
Class of relevant security in relation to which subscription right exists: |
|
Details, including nature of the rights concerned and relevant percentages: |
|
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.