
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 | 11 April 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: | 471,051 | 0.39 | 299,202 | 0.25 |
(2) Cash-settled derivatives:
| 97,081 | 0.08 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 2,123,400 | 1.79 | 591,100 | 0.49 |
TOTAL: | 2,691,532 | 2.27 | 890,302 | 0.75 |
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 | 198 | 3.0200 USD |
Common | Buy Transaction | 2,000 | 3.0201 USD |
Common | Buy Transaction | 305 | 3.0284 USD |
Common | Buy Transaction | 3,575 | 3.0300 USD |
Common | Buy Transaction | 449 | 3.0339 USD |
Common | Buy Transaction | 1,221 | 3.0364 USD |
Common | Buy Transaction | 216 | 3.0400 USD |
Common | Buy Transaction | 1,677 | 3.0403 USD |
Common | Buy Transaction | 266 | 3.0403 USD |
Common | Buy Transaction | 49 | 3.0408 USD |
Common | Buy Transaction | 61 | 3.0416 USD |
Common | Buy Transaction | 200 | 3.0450 USD |
Common | Buy Transaction | 166 | 3.0460 USD |
Common | Buy Transaction | 39 | 3.0464 USD |
Common | Buy Transaction | 144 | 3.0469 USD |
Common | Buy Transaction | 191 | 3.0470 USD |
Common | Buy Transaction | 300 | 3.0500 USD |
Common | Buy Transaction | 299 | 3.0513 USD |
Common | Buy Transaction | 4,600 | 3.0543 USD |
Common | Buy Transaction | 5,725 | 3.0550 USD |
Common | Buy Transaction | 241 | 3.0581 USD |
Common | Buy Transaction | 3,851 | 3.0600 USD |
Common | Buy Transaction | 8 | 3.0612 USD |
Common | Buy Transaction | 187 | 3.0623 USD |
Common | Buy Transaction | 858 | 3.0640 USD |
Common | Buy Transaction | 521 | 3.0650 USD |
Common | Buy Transaction | 6,400 | 3.0653 USD |
Common | Buy Transaction | 565 | 3.0666 USD |
Common | Buy Transaction | 9 | 3.0678 USD |
Common | Buy Transaction | 50,951 | 3.0688 USD |
Common | Buy Transaction | 855 | 3.0692 USD |
Common | Buy Transaction | 10,368 | 3.0700 USD |
Common | Buy Transaction | 216 | 3.0705 USD |
Common | Buy Transaction | 2,990 | 3.0738 USD |
Common | Buy Transaction | 614 | 3.0749 USD |
Common | Buy Transaction | 597 | 3.0749 USD |
Common | Buy Transaction | 749 | 3.0762 USD |
Common | Buy Transaction | 1,488 | 3.0762 USD |
Common | Buy Transaction | 1,077 | 3.0772 USD |
Common | Buy Transaction | 131 | 3.0776 USD |
Common | Buy Transaction | 362 | 3.0782 USD |
Common | Buy Transaction | 259 | 3.0800 USD |
Common | Buy Transaction | 810 | 3.0801 USD |
Common | Buy Transaction | 40 | 3.0808 USD |
Common | Buy Transaction | 393 | 3.0809 USD |
Common | Buy Transaction | 357 | 3.0820 USD |
Common | Buy Transaction | 36 | 3.0850 USD |
Common | Buy Transaction | 171 | 3.0851 USD |
Common | Buy Transaction | 381 | 3.0864 USD |
Common | Buy Transaction | 891 | 3.0880 USD |
Common | Buy Transaction | 1,023 | 3.0882 USD |
Common | Buy Transaction | 1,577 | 3.0900 USD |
Common | Buy Transaction | 58 | 3.0912 USD |
Common | Buy Transaction | 2,400 | 3.0982 USD |
Common | Buy Transaction | 13,884 | 3.0991 USD |
Common | Buy Transaction | 82,537 | 3.1000 USD |
Common | Buy Transaction | 300 | 3.1050 USD |
Common | Buy Transaction | 1,383 | 3.1050 USD |
Common | Buy Transaction | 798 | 3.1062 USD |
Common | Buy Transaction | 2 | 3.1076 USD |
Common | Buy Transaction | 180 | 3.1100 USD |
Common | Buy Transaction | 10 | 3.1110 USD |
Common | Buy Transaction | 2 | 3.1166 USD |
Common | Buy Transaction | 150 | 3.1301 USD |
Common | Buy Transaction | 50 | 3.1310 USD |
Common | Buy Transaction | 200 | 3.1550 USD |
Common | Buy Transaction | 8,501 | 3.1585 USD |
Common | Buy Transaction | 100 | 3.1700 USD |
Common | DVP Transaction | 1 | 3.0400 USD |
Common | DVP Transaction | 1 | 3.0500 USD |
Common | DVP Transaction | 5,725 | 3.0550 USD |
Common | DVP Transaction | 79,278 | 3.1000 USD |
Common | DVP Transaction | 1,347 | 3.1009 USD |
Common | DVP Transaction | 35 | 3.1100 USD |
Common | DVP Transaction | 10 | 3.4500 USD |
Common | RVP Transaction | 1 | 3.0400 USD |
Common | RVP Transaction | 1 | 3.0500 USD |
Common | RVP Transaction | 5,725 | 3.0550 USD |
Common | RVP Transaction | 80,581 | 3.1000 USD |
Common | RVP Transaction | 39 | 3.1100 USD |
Common | RVP Transaction | 40 | 3.1300 USD |
Common | RVP Transaction | 10 | 3.4500 USD |
Common | Sell Transaction | 406 | 3.0200 USD |
Common | Sell Transaction | 3,880 | 3.0299 USD |
Common | Sell Transaction | 100 | 3.0300 USD |
Common | Sell Transaction | 46 | 3.0350 USD |
Common | Sell Transaction | 4,817 | 3.0400 USD |
Common | Sell Transaction | 774 | 3.0406 USD |
Common | Sell Transaction | 300 | 3.0433 USD |
Common | Sell Transaction | 420 | 3.0450 USD |
Common | Sell Transaction | 81 | 3.0453 USD |
Common | Sell Transaction | 769 | 3.0469 USD |
Common | Sell Transaction | 220 | 3.0480 USD |
Common | Sell Transaction | 600 | 3.0483 USD |
Common | Sell Transaction | 4,838 | 3.0490 USD |
Common | Sell Transaction | 13,230 | 3.0490 USD |
Common | Sell Transaction | 207 | 3.0500 USD |
Common | Sell Transaction | 220 | 3.0501 USD |
Common | Sell Transaction | 260 | 3.0501 USD |
Common | Sell Transaction | 1,799 | 3.0530 USD |
Common | Sell Transaction | 200 | 3.0550 USD |
Common | Sell Transaction | 500 | 3.0560 USD |
Common | Sell Transaction | 6,314 | 3.0566 USD |
Common | Sell Transaction | 140 | 3.0571 USD |
Common | Sell Transaction | 56,234 | 3.0574 USD |
Common | Sell Transaction | 2 | 3.0597 USD |
Common | Sell Transaction | 401 | 3.0600 USD |
Common | Sell Transaction | 300 | 3.0617 USD |
Common | Sell Transaction | 4,700 | 3.0617 USD |
Common | Sell Transaction | 106 | 3.0628 USD |
Common | Sell Transaction | 762 | 3.0650 USD |
Common | Sell Transaction | 481 | 3.0675 USD |
Common | Sell Transaction | 1,100 | 3.0690 USD |
Common | Sell Transaction | 51 | 3.0692 USD |
Common | Sell Transaction | 603 | 3.0695 USD |
Common | Sell Transaction | 11,254 | 3.0700 USD |
Common | Sell Transaction | 960 | 3.0702 USD |
Common | Sell Transaction | 5,800 | 3.0718 USD |
Common | Sell Transaction | 400 | 3.0725 USD |
Common | Sell Transaction | 1,925 | 3.0734 USD |
Common | Sell Transaction | 3,557 | 3.0739 USD |
Common | Sell Transaction | 45,654 | 3.0741 USD |
Common | Sell Transaction | 848 | 3.0746 USD |
Common | Sell Transaction | 800 | 3.0750 USD |
Common | Sell Transaction | 8 | 3.0781 USD |
Common | Sell Transaction | 50 | 3.0792 USD |
Common | Sell Transaction | 400 | 3.0800 USD |
Common | Sell Transaction | 50 | 3.0802 USD |
Common | Sell Transaction | 2,389 | 3.0816 USD |
Common | Sell Transaction | 7,300 | 3.0821 USD |
Common | Sell Transaction | 251 | 3.0841 USD |
Common | Sell Transaction | 200 | 3.0850 USD |
Common | Sell Transaction | 43 | 3.0851 USD |
Common | Sell Transaction | 161 | 3.0861 USD |
Common | Sell Transaction | 300 | 3.0867 USD |
Common | Sell Transaction | 200 | 3.0891 USD |
Common | Sell Transaction | 53 | 3.0892 USD |
Common | Sell Transaction | 47,157 | 3.0896 USD |
Common | Sell Transaction | 1,626 | 3.0900 USD |
Common | Sell Transaction | 663 | 3.0904 USD |
Common | Sell Transaction | 300 | 3.0933 USD |
Common | Sell Transaction | 228 | 3.0988 USD |
Common | Sell Transaction | 115,500 | 3.1000 USD |
Common | Sell Transaction | 52 | 3.1002 USD |
Common | Sell Transaction | 8,094 | 3.1050 USD |
Common | Sell Transaction | 2,012 | 3.1098 USD |
Common | Sell Transaction | 505 | 3.1099 USD |
Common | Sell Transaction | 173 | 3.1100 USD |
Common | Sell Transaction | 0 | 3.1119 USD |
Common | Sell Transaction | 400 | 3.1150 USD |
Common | Sell Transaction | 5,205 | 3.1200 USD |
Common | Sell Transaction | 5 | 3.1220 USD |
Common | Sell Transaction | 200 | 3.1250 USD |
Common | Sell Transaction | 2,400 | 3.1299 USD |
Common | Sell Transaction | 588 | 3.1300 USD |
Common | Sell Transaction | 50 | 3.1310 USD |
Common | Sell Transaction | 274 | 3.1328 USD |
Common | Sell Transaction | 600 | 3.1333 USD |
Common | Sell Transaction | 600 | 3.1375 USD |
Common | Sell Transaction | 1,000 | 3.1391 USD |
Common | Sell Transaction | 2,106 | 3.1400 USD |
Common | Sell Transaction | 1,015 | 3.1401 USD |
Common | Sell Transaction | 1,510 | 3.1428 USD |
Common | Sell Transaction | 889 | 3.1444 USD |
Common | Sell Transaction | 895 | 3.1500 USD |
Common | Sell Transaction | 200 | 3.1550 USD |
Common | Sell Transaction | 7,822 | 3.1583 USD |
Common | Sell Transaction | 532 | 3.1600 USD |
Common | Sell Transaction | 6 | 3.1617 USD |
Common | Sell Transaction | 10 | 3.1650 USD |
Common | Sell Transaction | 1 | 3.1700 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 |
(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 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
Common | Put Option | Exercised against | 2 | 7.0000 USD
|
(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: | 14 April 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 | Call Option | Purchased | 150,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -400 | 3.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -4,300 | 4.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 600 | 10.0 USD
| American
| 17/04/2025
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 6,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 800 | 4.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -5,900 | 4.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -99,800 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -1,400 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -1,000 | 5.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 6,000 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 2,300 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,700 | 6.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,000 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -13,900 | 5.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -8,600 | 8.0 USD
| American
| 17/04/2025
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -9,500 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -101,000 | 5.0 USD
| American
| 18/07/2025
|
Common | Put Option | Sold | 800 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -500 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -12,700 | 7.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 1,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -31,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,800 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -118,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,900 | 9.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
Common | Put Option | Sold | 4,700 | 6.0 USD
| American
| 17/04/2025
|
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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