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 | 21 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: | 459,657 | 0.38 | 360,542 | 0.30 |
| (2) Cash-settled derivatives:
| 83,851 | 0.07 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 2,109,500 | 1.78 | 558,400 | 0.47 |
|
TOTAL: | 2,653,008 | 2.24 | 918,942 | 0.77 |
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 | 1,520 | 3.2100 USD |
| Common | Buy Transaction | 244 | 3.2120 USD |
| Common | Buy Transaction | 206 | 3.2123 USD |
| Common | Buy Transaction | 300 | 3.2150 USD |
| Common | Buy Transaction | 290 | 3.2162 USD |
| Common | Buy Transaction | 3,071 | 3.2200 USD |
| Common | Buy Transaction | 1,373 | 3.2300 USD |
| Common | Buy Transaction | 50 | 3.2370 USD |
| Common | Buy Transaction | 170 | 3.2371 USD |
| Common | Buy Transaction | 2,257 | 3.2377 USD |
| Common | Buy Transaction | 3,166 | 3.2389 USD |
| Common | Buy Transaction | 2,196 | 3.2391 USD |
| Common | Buy Transaction | 403 | 3.2400 USD |
| Common | Buy Transaction | 600 | 3.2433 USD |
| Common | Buy Transaction | 2,444 | 3.2439 USD |
| Common | Buy Transaction | 501 | 3.2500 USD |
| Common | Buy Transaction | 3,569 | 3.2506 USD |
| Common | Buy Transaction | 50 | 3.2506 USD |
| Common | Buy Transaction | 476 | 3.2509 USD |
| Common | Buy Transaction | 464 | 3.2514 USD |
| Common | Buy Transaction | 693 | 3.2527 USD |
| Common | Buy Transaction | 326 | 3.2546 USD |
| Common | Buy Transaction | 436 | 3.2550 USD |
| Common | Buy Transaction | 221 | 3.2555 USD |
| Common | Buy Transaction | 11,621 | 3.2576 USD |
| Common | Buy Transaction | 873 | 3.2600 USD |
| Common | Buy Transaction | 11 | 3.2636 USD |
| Common | Buy Transaction | 5,107 | 3.2638 USD |
| Common | Buy Transaction | 1,023 | 3.2658 USD |
| Common | Buy Transaction | 4,039 | 3.2699 USD |
| Common | Buy Transaction | 2,021 | 3.2700 USD |
| Common | Buy Transaction | 297 | 3.2704 USD |
| Common | Buy Transaction | 71,643 | 3.2707 USD |
| Common | Buy Transaction | 1,728 | 3.2731 USD |
| Common | Buy Transaction | 423 | 3.2731 USD |
| Common | Buy Transaction | 1,100 | 3.2736 USD |
| Common | Buy Transaction | 4,494 | 3.2744 USD |
| Common | Buy Transaction | 4,184 | 3.2800 USD |
| Common | Buy Transaction | 10 | 3.2810 USD |
| Common | Buy Transaction | 500 | 3.2820 USD |
| Common | Buy Transaction | 700 | 3.2850 USD |
| Common | Buy Transaction | 1,435 | 3.2854 USD |
| Common | Buy Transaction | 83 | 3.2866 USD |
| Common | Buy Transaction | 1,300 | 3.2869 USD |
| Common | Buy Transaction | 82 | 3.2887 USD |
| Common | Buy Transaction | 319 | 3.2900 USD |
| Common | Buy Transaction | 1,500 | 3.2901 USD |
| Common | Buy Transaction | 33 | 3.2906 USD |
| Common | Buy Transaction | 425 | 3.2910 USD |
| Common | Buy Transaction | 1,022 | 3.2937 USD |
| Common | Buy Transaction | 295 | 3.2946 USD |
| Common | Buy Transaction | 1,846 | 3.2950 USD |
| Common | Buy Transaction | 292 | 3.2950 USD |
| Common | Buy Transaction | 432 | 3.2977 USD |
| Common | Buy Transaction | 2,100 | 3.2990 USD |
| Common | Buy Transaction | 262 | 3.3000 USD |
| Common | Buy Transaction | 1 | 3.3014 USD |
| Common | Buy Transaction | 1 | 3.3019 USD |
| Common | Buy Transaction | 12,770 | 3.3098 USD |
| Common | Buy Transaction | 1,000 | 3.3100 USD |
| Common | Buy Transaction | 30,777 | 3.3108 USD |
| Common | Buy Transaction | 64 | 3.3109 USD |
| Common | Buy Transaction | 6,047 | 3.3117 USD |
| Common | Buy Transaction | 714 | 3.3126 USD |
| Common | Buy Transaction | 329 | 3.3126 USD |
| Common | Buy Transaction | 1,200 | 3.3142 USD |
| Common | Buy Transaction | 26,554 | 3.3178 USD |
| Common | Buy Transaction | 3,607 | 3.3252 USD |
| Common | Buy Transaction | 826 | 3.3269 USD |
| Common | Buy Transaction | 700 | 3.3271 USD |
| Common | Buy Transaction | 74,257 | 3.3300 USD |
| Common | Buy Transaction | 3,109 | 3.3323 USD |
| Common | Buy Transaction | 104 | 3.3354 USD |
| Common | Buy Transaction | 471 | 3.3400 USD |
| Common | Buy Transaction | 7 | 3.3457 USD |
| Common | DVP Transaction | 2,582 | 3.2050 USD |
| Common | DVP Transaction | 315 | 3.2750 USD |
| Common | DVP Transaction | 16,643 | 3.2769 USD |
| Common | DVP Transaction | 631 | 3.2900 USD |
| Common | DVP Transaction | 564 | 3.3065 USD |
| Common | DVP Transaction | 57,458 | 3.3300 USD |
| Common | DVP Transaction | 1 | 3.3400 USD |
| Common | RVP Transaction | 200 | 3.2250 USD |
| Common | RVP Transaction | 737 | 3.2320 USD |
| Common | RVP Transaction | 1,037 | 3.2339 USD |
| Common | RVP Transaction | 1,201 | 3.2357 USD |
| Common | RVP Transaction | 100 | 3.2450 USD |
| Common | RVP Transaction | 115 | 3.2490 USD |
| Common | RVP Transaction | 3,099 | 3.2589 USD |
| Common | RVP Transaction | 200 | 3.2600 USD |
| Common | RVP Transaction | 800 | 3.2637 USD |
| Common | RVP Transaction | 3,815 | 3.2639 USD |
| Common | RVP Transaction | 2,804 | 3.2774 USD |
| Common | RVP Transaction | 2,065 | 3.2844 USD |
| Common | RVP Transaction | 837 | 3.2855 USD |
| Common | RVP Transaction | 960 | 3.2900 USD |
| Common | RVP Transaction | 200 | 3.2950 USD |
| Common | RVP Transaction | 1,500 | 3.2970 USD |
| Common | RVP Transaction | 830 | 3.2994 USD |
| Common | RVP Transaction | 300 | 3.3297 USD |
| Common | RVP Transaction | 57,393 | 3.3300 USD |
| Common | RVP Transaction | 1 | 3.3400 USD |
| Common | Sell Transaction | 317 | 3.2200 USD |
| Common | Sell Transaction | 818 | 3.2253 USD |
| Common | Sell Transaction | 230 | 3.2293 USD |
| Common | Sell Transaction | 527 | 3.2300 USD |
| Common | Sell Transaction | 8 | 3.2325 USD |
| Common | Sell Transaction | 934 | 3.2372 USD |
| Common | Sell Transaction | 498 | 3.2400 USD |
| Common | Sell Transaction | 479 | 3.2425 USD |
| Common | Sell Transaction | 600 | 3.2442 USD |
| Common | Sell Transaction | 1,259 | 3.2453 USD |
| Common | Sell Transaction | 100 | 3.2482 USD |
| Common | Sell Transaction | 1,142 | 3.2485 USD |
| Common | Sell Transaction | 1,480 | 3.2486 USD |
| Common | Sell Transaction | 628 | 3.2499 USD |
| Common | Sell Transaction | 6,077 | 3.2500 USD |
| Common | Sell Transaction | 1,266 | 3.2509 USD |
| Common | Sell Transaction | 5,014 | 3.2513 USD |
| Common | Sell Transaction | 1,553 | 3.2525 USD |
| Common | Sell Transaction | 600 | 3.2533 USD |
| Common | Sell Transaction | 600 | 3.2550 USD |
| Common | Sell Transaction | 6,377 | 3.2552 USD |
| Common | Sell Transaction | 2,290 | 3.2585 USD |
| Common | Sell Transaction | 148 | 3.2589 USD |
| Common | Sell Transaction | 1,121 | 3.2599 USD |
| Common | Sell Transaction | 1,305 | 3.2600 USD |
| Common | Sell Transaction | 2,500 | 3.2612 USD |
| Common | Sell Transaction | 182 | 3.2615 USD |
| Common | Sell Transaction | 400 | 3.2625 USD |
| Common | Sell Transaction | 2,016 | 3.2642 USD |
| Common | Sell Transaction | 200 | 3.2650 USD |
| Common | Sell Transaction | 1,521 | 3.2665 USD |
| Common | Sell Transaction | 1,372 | 3.2667 USD |
| Common | Sell Transaction | 700 | 3.2671 USD |
| Common | Sell Transaction | 63,282 | 3.2725 USD |
| Common | Sell Transaction | 740 | 3.2745 USD |
| Common | Sell Transaction | 135 | 3.2756 USD |
| Common | Sell Transaction | 3 | 3.2766 USD |
| Common | Sell Transaction | 1,100 | 3.2773 USD |
| Common | Sell Transaction | 2,643 | 3.2791 USD |
| Common | Sell Transaction | 1,366 | 3.2818 USD |
| Common | Sell Transaction | 1,472 | 3.2822 USD |
| Common | Sell Transaction | 60 | 3.2830 USD |
| Common | Sell Transaction | 114 | 3.2846 USD |
| Common | Sell Transaction | 535 | 3.2852 USD |
| Common | Sell Transaction | 1,204 | 3.2862 USD |
| Common | Sell Transaction | 2,207 | 3.2874 USD |
| Common | Sell Transaction | 600 | 3.2883 USD |
| Common | Sell Transaction | 7 | 3.2886 USD |
| Common | Sell Transaction | 101 | 3.2886 USD |
| Common | Sell Transaction | 8,604 | 3.2900 USD |
| Common | Sell Transaction | 300 | 3.2910 USD |
| Common | Sell Transaction | 300 | 3.2933 USD |
| Common | Sell Transaction | 8,084 | 3.2938 USD |
| Common | Sell Transaction | 1,099 | 3.2948 USD |
| Common | Sell Transaction | 200 | 3.2950 USD |
| Common | Sell Transaction | 728 | 3.2960 USD |
| Common | Sell Transaction | 143 | 3.2980 USD |
| Common | Sell Transaction | 1,100 | 3.2982 USD |
| Common | Sell Transaction | 3,503 | 3.3000 USD |
| Common | Sell Transaction | 1,814 | 3.3040 USD |
| Common | Sell Transaction | 400 | 3.3050 USD |
| Common | Sell Transaction | 685 | 3.3069 USD |
| Common | Sell Transaction | 400 | 3.3100 USD |
| Common | Sell Transaction | 2,000 | 3.3191 USD |
| Common | Sell Transaction | 181 | 3.3228 USD |
| Common | Sell Transaction | 82 | 3.3256 USD |
| Common | Sell Transaction | 5,144 | 3.3293 USD |
| Common | Sell Transaction | 64,982 | 3.3300 USD |
| Common | Sell Transaction | 28 | 3.3389 USD |
| Common | Sell Transaction | 1,308 | 3.3450 USD |
| Common | Sell Transaction | 88 | 3.3475 USD |
| Common | Sell Transaction | 104 | 3.3491 USD |
| Common | Sell Transaction | 1,094 | 3.3500 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 |
| Common | Call Option | DVP Transaction | 2 | 5.0000 USD | American | 2025-Jun-20 | 0.0100 USD |
| Common | Call Option | RVP Transaction | 2 | 5.0000 USD | American | 2025-Jun-20 | 0.0100 USD |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(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: | 22 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 | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -99,800 | 7.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 200 | 3.0 USD
| American
| 16/05/2025
|
| Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 2,300 | 7.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 16/05/2025
|
| Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 150,000 | 4.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -4,300 | 4.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -1,400 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/05/2025
|
| Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 6,000 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 600,000 | 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 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -500 | 3.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -2,000 | 6.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -101,000 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -118,400 | 7.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -9,100 | 4.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Sold | 200 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -100 | 7.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -36,100 | 5.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -9,500 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -2,800 | 4.0 USD
| American
| 20/06/2025
|
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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