| FORM 8.5 (EPT/NON-RI) | |||||||
| PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||||
| EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||||
| (OR WHERE RI STATUS IS NOT APPLICABLE) | |||||||
| Rule 8.5 of the Takeover Code (the "Code") | |||||||
| 1. | KEY INFORMATION | ||||||
| (a) | Name of exempt principal trader: |
| BARCLAYS CAPITAL SECURITIES LTD | ||||
| (b) | Name of offeror/offeree in relation to whose |
| DOWLAIS GROUP PLC | ||||
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| relevant securities this form relates: |
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| (c) | Name of the party to the offer with which exempt | DOWLAIS GROUP PLC | |||||
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| principal trader is connected |
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| (d) | Date position held/dealing undertaken: |
| 11 Apr 2025 | ||||
| (e) | In addition to the company in 1(b) above, is the exempt principal | YES: |
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| trader making disclosures in respect of any other party to the offer? | AMERICAN AXLE & MANUFACTURING HOLDINGS INC |
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| 2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Interests and short positions in the relevant securities of the offeror or offeree |
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| to which the disclosure relates following the dealing (if any) |
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| Class of relevant security: | 1p ordinary | ||||||
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| Interests | Short Positions | |||||
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| Number | (%) | Number | (%) | |||
| (1) | Relevant securities owned |
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| and/or controlled: |
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| 41,220,778 | 3.07% | 3,017,072 | 0.22% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 1,377,987 | 0.10% | 39,582,478 | 2.94% |
| (3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: |
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| 0 | 0.00% | 0 | 0.00% |
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| TOTAL: |
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| 42,598,765 | 3.17% | 42,599,550 | 3.17% |
| (b) | Rights to subscribe for new securities (including directors and other executive |
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| options) |
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| Class of relevant security in relation to |
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| which subscription right exists |
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| Details, including nature of the rights |
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| concerned and relevant percentages: |
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| 3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Purchases and sales |
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| Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||
| security |
| securities | paid/received | paid/received | |||
| 1p ordinary | Purchase | 518,072 | 0.5310 GBP | 0.5145 GBP | |||
| 1p ordinary | Sale | 478,529 | 0.5268 GBP | 0.5168 GBP | |||
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| (b) | Cash-settled derivative transactions |
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| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description |
| reference | unit | |||
| security |
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| securities |
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| 1p ordinary | SWAP | Decreasing Short | 11,082 | 0.5170 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 43,751 | 0.5174 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 9,247 | 0.5179 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 107,397 | 0.5180 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 54,101 | 0.5182 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 12,777 | 0.5183 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 16,503 | 0.5187 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 2,019 | 0.5188 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 47,376 | 0.5190 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 419 | 0.5195 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 11,720 | 0.5199 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 4,138 | 0.5215 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 770 | 0.5145 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 17,277 | 0.5168 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 27,830 | 0.5177 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 104,668 | 0.5180 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 179,831 | 0.5185 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 69,018 | 0.5187 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 7,909 | 0.5189 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 2,000 | 0.5205 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 2,236 | 0.5217 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,762 | 0.5221 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,098 | 0.5235 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,096 | 0.5335 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 32,331 | 0.5190 GBP | |||
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| (c) | Stock-settled derivative transactions (including options) |
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| (i) | Writing, selling, purchasing or varying |
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| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price |
| date | money |
| relevant |
| selling, | securities | per unit |
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| paid/ |
| security |
| varying etc | to which |
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| received |
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| option |
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| per unit |
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| relates |
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| (ii) | Exercising |
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| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security |
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| securities | unit | |||
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| (d) | Other dealings (including subscribing for new securities) |
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| Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
| security |
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| applicable) | ||||
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| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings arrangements |
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| Details of any indemnity or option arrangement, or any agreement or understanding, |
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| formal or informal, relating to relevant securities which may be an inducement to deal |
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| or refrain from dealing entered into by the exempt principal trader making the disclosure and any party |
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| to the offer or any person acting in concert with a party to the offer: |
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| NONE | |||||||
| (b) | Agreements, arrangements or understandings relating to options or derivatives |
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| Details of any agreement, arrangement or understanding, formal or informal, between |
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| the exempt principal trader making the disclosure and any other person relating to: |
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| (i) the voting rights of any relevant securities under any option; or |
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| (ii) the voting rights of future acquisition or disposal of any relevant securities to which |
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| any derivative is referenced: |
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| NONE | |||||||
| (c) | Attachments |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
| Date of disclosure: | 14 Apr 2025 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
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