5th Dec 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 | 4 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
|
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 | 987,476 | 1.00 | 245,168 | 0.24 |
(2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 195,400 | 0.19 | 791,800 | 0.80 |
Total | 1,182,876 | 1.20 | 1,036,968 | 1.05 |
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 | 1 | 21.2200 USD |
Common | Buy Transaction | 700 | 21.3200 USD |
Common | Buy Transaction | 608 | 21.3204 USD |
Common | Buy Transaction | 103 | 21.3209 USD |
Common | Buy Transaction | 100 | 21.3225 USD |
Common | Buy Transaction | 1,467 | 21.3242 USD |
Common | Buy Transaction | 2,284 | 21.3250 USD |
Common | Buy Transaction | 1,419 | 21.3250 USD |
Common | Buy Transaction | 384 | 21.3258 USD |
Common | Buy Transaction | 5,016 | 21.3298 USD |
Common | Buy Transaction | 35,507 | 21.3300 USD |
Common | Buy Transaction | 28 | 21.3336 USD |
Common | Buy Transaction | 233 | 21.3342 USD |
Common | Buy Transaction | 120 | 21.3350 USD |
Common | Buy Transaction | 723 | 21.3400 USD |
Common | Buy Transaction | 825 | 21.3403 USD |
Common | Buy Transaction | 760 | 21.3409 USD |
Common | Buy Transaction | 1,482 | 21.3411 USD |
Common | Buy Transaction | 114 | 21.3422 USD |
Common | Buy Transaction | 15 | 21.3427 USD |
Common | Buy Transaction | 1,240 | 21.3451 USD |
Common | Buy Transaction | 1,347 | 21.3453 USD |
Common | Buy Transaction | 1,700 | 21.3453 USD |
Common | Buy Transaction | 6,779 | 21.3460 USD |
Common | Buy Transaction | 90 | 21.3484 USD |
Common | Buy Transaction | 62 | 21.3487 USD |
Common | Buy Transaction | 535 | 21.3500 USD |
Common | Buy Transaction | 2,535 | 21.3504 USD |
Common | Buy Transaction | 911 | 21.3506 USD |
Common | Buy Transaction | 70 | 21.3507 USD |
Common | Buy Transaction | 912 | 21.3517 USD |
Common | Buy Transaction | 833 | 21.3526 USD |
Common | Buy Transaction | 3,068 | 21.3529 USD |
Common | Buy Transaction | 30 | 21.3533 USD |
Common | Buy Transaction | 647 | 21.3535 USD |
Common | Buy Transaction | 81 | 21.3537 USD |
Common | Buy Transaction | 1,200 | 21.3538 USD |
Common | Buy Transaction | 412 | 21.3538 USD |
Common | Buy Transaction | 433 | 21.3539 USD |
Common | Buy Transaction | 533 | 21.3541 USD |
Common | Buy Transaction | 3,773 | 21.3550 USD |
Common | Buy Transaction | 3,065 | 21.3550 USD |
Common | Buy Transaction | 1,373 | 21.3550 USD |
Common | Buy Transaction | 297 | 21.3550 USD |
Common | Buy Transaction | 87 | 21.3551 USD |
Common | Buy Transaction | 17 | 21.3553 USD |
Common | Buy Transaction | 239 | 21.3554 USD |
Common | Buy Transaction | 1,369 | 21.3555 USD |
Common | Buy Transaction | 10 | 21.3560 USD |
Common | Buy Transaction | 1,000 | 21.3561 USD |
Common | Buy Transaction | 6,127 | 21.3561 USD |
Common | Buy Transaction | 665 | 21.3565 USD |
Common | Buy Transaction | 3 | 21.3567 USD |
Common | Buy Transaction | 2,300 | 21.3570 USD |
Common | Buy Transaction | 30 | 21.3570 USD |
Common | Buy Transaction | 27 | 21.3570 USD |
Common | Buy Transaction | 723 | 21.3571 USD |
Common | Buy Transaction | 400 | 21.3575 USD |
Common | Buy Transaction | 2,500 | 21.3576 USD |
Common | Buy Transaction | 112 | 21.3579 USD |
Common | Buy Transaction | 431 | 21.3582 USD |
Common | Buy Transaction | 200 | 21.3590 USD |
Common | Buy Transaction | 311 | 21.3593 USD |
Common | Buy Transaction | 3,012 | 21.3593 USD |
Common | Buy Transaction | 330 | 21.3597 USD |
Common | Buy Transaction | 2,788 | 21.3598 USD |
Common | Buy Transaction | 54,526 | 21.3600 USD |
Common | Buy Transaction | 1,163 | 21.3619 USD |
Common | Buy Transaction | 18 | 21.3622 USD |
Common | Buy Transaction | 9 | 21.3633 USD |
Common | Buy Transaction | 1,301 | 21.3700 USD |
Common | Buy Transaction | 371 | 21.3757 USD |
Common | Buy Transaction | 1,039 | 21.3800 USD |
Common | Sell Transaction | 200 | 21.3200 USD |
Common | Sell Transaction | 4,600 | 21.3243 USD |
Common | Sell Transaction | 1,200 | 21.3250 USD |
Common | Sell Transaction | 9,454 | 21.3293 USD |
Common | Sell Transaction | 6,500 | 21.3299 USD |
Common | Sell Transaction | 800 | 21.3300 USD |
Common | Sell Transaction | 110 | 21.3318 USD |
Common | Sell Transaction | 5,000 | 21.3350 USD |
Common | Sell Transaction | 226 | 21.3400 USD |
Common | Sell Transaction | 401 | 21.3400 USD |
Common | Sell Transaction | 855 | 21.3431 USD |
Common | Sell Transaction | 21 | 21.3433 USD |
Common | Sell Transaction | 2,508 | 21.3450 USD |
Common | Sell Transaction | 1,231 | 21.3452 USD |
Common | Sell Transaction | 1,627 | 21.3458 USD |
Common | Sell Transaction | 310 | 21.3471 USD |
Common | Sell Transaction | 800 | 21.3475 USD |
Common | Sell Transaction | 700 | 21.3479 USD |
Common | Sell Transaction | 500 | 21.3480 USD |
Common | Sell Transaction | 2,737 | 21.3487 USD |
Common | Sell Transaction | 2,548 | 21.3492 USD |
Common | Sell Transaction | 1,016 | 21.3500 USD |
Common | Sell Transaction | 120 | 21.3507 USD |
Common | Sell Transaction | 1,230 | 21.3511 USD |
Common | Sell Transaction | 644 | 21.3522 USD |
Common | Sell Transaction | 725 | 21.3525 USD |
Common | Sell Transaction | 743 | 21.3533 USD |
Common | Sell Transaction | 296 | 21.3535 USD |
Common | Sell Transaction | 22 | 21.3536 USD |
Common | Sell Transaction | 56 | 21.3545 USD |
Common | Sell Transaction | 22,387 | 21.3550 USD |
Common | Sell Transaction | 3,065 | 21.3550 USD |
Common | Sell Transaction | 1,267 | 21.3550 USD |
Common | Sell Transaction | 407 | 21.3550 USD |
Common | Sell Transaction | 125 | 21.3550 USD |
Common | Sell Transaction | 87 | 21.3551 USD |
Common | Sell Transaction | 79 | 21.3551 USD |
Common | Sell Transaction | 2,157 | 21.3554 USD |
Common | Sell Transaction | 203 | 21.3557 USD |
Common | Sell Transaction | 25,000 | 21.3574 USD |
Common | Sell Transaction | 401 | 21.3575 USD |
Common | Sell Transaction | 41 | 21.3583 USD |
Common | Sell Transaction | 104 | 21.3588 USD |
Common | Sell Transaction | 37,948 | 21.3600 USD |
Common | Sell Transaction | 530 | 21.3613 USD |
Common | Sell Transaction | 400 | 21.3650 USD |
Common | Sell Transaction | 171 | 21.3673 USD |
Common | Sell Transaction | 1,200 | 21.3700 USD |
Common | Sell Transaction | 501 | 21.3800 USD |
Common | Sell Transaction | 1 | 21.4900 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 | Put Option | Buy Transaction | 100 | 20.0000 USD | American | 2026-03-20 | 0.0700 USD |
Common | Call Option | Buy Transaction | 4,800 | 20.0000 USD | American | 2025-12-19 | 1.3500 USD |
Common | Call Option | Buy Transaction | 200 | 15.0000 USD | American | 2026-01-16 | 6.3800 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 | 5 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.
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 | Call Option | Purchased | 4,200 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -3,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 0 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 24,200 | 22.5 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 5,100 | 15.0 USD
| American
| 15/01/2027
|
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 | -200 | 17.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -60,700 | 15.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -900 | 25.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 900 | 7.5 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 2,200 | 20.0 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | -2,900 | 7.5 USD
| American
| 19/12/2025
|
Common | Put Option | Purchased | -100 | 20.0 USD
| American
| 18/06/2026
|
Common | Call Option | Purchased | 5,600 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -4,700 | 15.0 USD
| American
| 19/12/2025
|
Common | Put Option | Purchased | -3,800 | 15.0 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | 0 | 12.5 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 33,900 | 20.0 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 3,000 | 25.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -100 | 15.0 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 0 | 25.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 5,100 | 22.5 USD
| American
| 15/01/2027
|
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 | Sold | 2,000 | 17.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -1,700 | 25.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,800 | 25.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -100 | 20.0 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 8,200 | 10.0 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 59,000 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -13,400 | 10.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -5,100 | 10.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -2,600 | 30.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,200 | 12.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -100 | 35.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -34,200 | 5.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -9,900 | 22.5 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 4,400 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 24,900 | 7.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -30,000 | 15.0 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 5,500 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -31,800 | 17.5 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 5,300 | 20.0 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 300 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -4,800 | 17.5 USD
| American
| 15/01/2027
|
Common | Put Option | Sold | 1,600 | 12.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -38,000 | 15.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -10,200 | 7.5 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -147,800 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -10,000 | 17.5 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -46,200 | 20.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 30.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -182,900 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -4,900 | 22.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -5,400 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -65,900 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -9,600 | 7.5 USD
| American
| 16/01/2026
|
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.