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 | 25 June 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: | 1,953,617 | 1.64 | 171,869 | 0.14 |
| (2) Cash-settled derivatives:
| 430,204 | 0.36 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 978,900 | 0.82 | 1,189,800 | 1.00 |
|
TOTAL: | 3,362,721 | 2.83 | 1,361,669 | 1.14 |
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 | 700 | 4.0650 USD |
| Common | Buy Transaction | 14,295 | 4.0746 USD |
| Common | Buy Transaction | 6,800 | 4.0800 USD |
| Common | Buy Transaction | 104 | 4.0806 USD |
| Common | Buy Transaction | 1,000 | 4.0808 USD |
| Common | Buy Transaction | 78 | 4.0842 USD |
| Common | Buy Transaction | 1,824 | 4.0858 USD |
| Common | Buy Transaction | 294 | 4.0858 USD |
| Common | Buy Transaction | 313 | 4.0877 USD |
| Common | Buy Transaction | 860 | 4.0877 USD |
| Common | Buy Transaction | 42 | 4.0886 USD |
| Common | Buy Transaction | 44 | 4.0889 USD |
| Common | Buy Transaction | 163 | 4.0892 USD |
| Common | Buy Transaction | 2,811 | 4.0900 USD |
| Common | Buy Transaction | 1,849 | 4.0909 USD |
| Common | Buy Transaction | 1,260 | 4.0911 USD |
| Common | Buy Transaction | 865 | 4.0922 USD |
| Common | Buy Transaction | 4,381 | 4.0938 USD |
| Common | Buy Transaction | 200 | 4.0950 USD |
| Common | Buy Transaction | 386 | 4.0961 USD |
| Common | Buy Transaction | 1,416 | 4.0964 USD |
| Common | Buy Transaction | 2,026 | 4.0967 USD |
| Common | Buy Transaction | 622 | 4.0968 USD |
| Common | Buy Transaction | 196 | 4.0984 USD |
| Common | Buy Transaction | 700 | 4.0986 USD |
| Common | Buy Transaction | 1,300 | 4.0992 USD |
| Common | Buy Transaction | 402 | 4.1000 USD |
| Common | Buy Transaction | 3,346 | 4.1001 USD |
| Common | Buy Transaction | 19,833 | 4.1005 USD |
| Common | Buy Transaction | 547 | 4.1007 USD |
| Common | Buy Transaction | 5,253 | 4.1009 USD |
| Common | Buy Transaction | 61 | 4.1010 USD |
| Common | Buy Transaction | 682 | 4.1015 USD |
| Common | Buy Transaction | 1,205 | 4.1017 USD |
| Common | Buy Transaction | 15,802 | 4.1018 USD |
| Common | Buy Transaction | 844 | 4.1020 USD |
| Common | Buy Transaction | 1,500 | 4.1020 USD |
| Common | Buy Transaction | 5,718 | 4.1021 USD |
| Common | Buy Transaction | 1 | 4.1027 USD |
| Common | Buy Transaction | 17,069 | 4.1042 USD |
| Common | Buy Transaction | 1,801 | 4.1047 USD |
| Common | Buy Transaction | 1,227 | 4.1047 USD |
| Common | Buy Transaction | 5,564 | 4.1050 USD |
| Common | Buy Transaction | 1,300 | 4.1050 USD |
| Common | Buy Transaction | 12,970 | 4.1063 USD |
| Common | Buy Transaction | 3,543 | 4.1064 USD |
| Common | Buy Transaction | 1,042 | 4.1065 USD |
| Common | Buy Transaction | 1,500 | 4.1073 USD |
| Common | Buy Transaction | 1,996 | 4.1082 USD |
| Common | Buy Transaction | 704 | 4.1085 USD |
| Common | Buy Transaction | 570 | 4.1086 USD |
| Common | Buy Transaction | 898 | 4.1089 USD |
| Common | Buy Transaction | 2,200 | 4.1091 USD |
| Common | Buy Transaction | 7,226 | 4.1097 USD |
| Common | Buy Transaction | 3,657 | 4.1100 USD |
| Common | Buy Transaction | 7,500 | 4.1102 USD |
| Common | Buy Transaction | 20,718 | 4.1110 USD |
| Common | Buy Transaction | 18,287 | 4.1113 USD |
| Common | Buy Transaction | 300 | 4.1133 USD |
| Common | Buy Transaction | 19,123 | 4.1138 USD |
| Common | Buy Transaction | 457 | 4.1149 USD |
| Common | Buy Transaction | 600 | 4.1150 USD |
| Common | Buy Transaction | 47,230 | 4.1164 USD |
| Common | Buy Transaction | 2,188 | 4.1173 USD |
| Common | Buy Transaction | 1,100 | 4.1173 USD |
| Common | Buy Transaction | 25 | 4.1180 USD |
| Common | Buy Transaction | 4 | 4.1188 USD |
| Common | Buy Transaction | 2,845 | 4.1190 USD |
| Common | Buy Transaction | 46,215 | 4.1190 USD |
| Common | Buy Transaction | 47,068 | 4.1200 USD |
| Common | Buy Transaction | 1,329 | 4.1201 USD |
| Common | Buy Transaction | 67 | 4.1206 USD |
| Common | Buy Transaction | 750 | 4.1210 USD |
| Common | Buy Transaction | 169 | 4.1214 USD |
| Common | Buy Transaction | 1,300 | 4.1215 USD |
| Common | Buy Transaction | 1 | 4.1227 USD |
| Common | Buy Transaction | 1,883 | 4.1229 USD |
| Common | Buy Transaction | 826 | 4.1236 USD |
| Common | Buy Transaction | 200 | 4.1250 USD |
| Common | Buy Transaction | 2,306 | 4.1257 USD |
| Common | Buy Transaction | 1,500 | 4.1260 USD |
| Common | Buy Transaction | 600 | 4.1267 USD |
| Common | Buy Transaction | 482 | 4.1298 USD |
| Common | Buy Transaction | 90 | 4.1300 USD |
| Common | Buy Transaction | 200 | 4.1350 USD |
| Common | Buy Transaction | 1 | 4.1356 USD |
| Common | Buy Transaction | 1,301 | 4.1400 USD |
| Common | Buy Transaction | 22,811 | 4.1402 USD |
| Common | Buy Transaction | 4,100 | 4.1421 USD |
| Common | Buy Transaction | 792 | 4.1423 USD |
| Common | Buy Transaction | 172 | 4.1500 USD |
| Common | Buy Transaction | 130 | 4.1568 USD |
| Common | Buy Transaction | 400 | 4.1600 USD |
| Common | DVP Transaction | 132 | 4.0750 USD |
| Common | DVP Transaction | 300 | 4.0783 USD |
| Common | DVP Transaction | 500 | 4.0830 USD |
| Common | DVP Transaction | 200 | 4.0850 USD |
| Common | DVP Transaction | 311 | 4.0852 USD |
| Common | DVP Transaction | 500 | 4.1030 USD |
| Common | DVP Transaction | 1,800 | 4.1050 USD |
| Common | DVP Transaction | 2,900 | 4.1062 USD |
| Common | DVP Transaction | 1,000 | 4.1100 USD |
| Common | DVP Transaction | 443 | 4.1148 USD |
| Common | DVP Transaction | 31,641 | 4.1200 USD |
| Common | DVP Transaction | 498 | 4.1221 USD |
| Common | DVP Transaction | 10 | 4.1300 USD |
| Common | DVP Transaction | 582 | 4.1330 USD |
| Common | DVP Transaction | 200 | 4.1350 USD |
| Common | DVP Transaction | 1,851 | 4.1400 USD |
| Common | DVP Transaction | 275 | 4.1891 USD |
| Common | RVP Transaction | 35 | 4.0943 USD |
| Common | RVP Transaction | 9,366 | 4.1060 USD |
| Common | RVP Transaction | 31,641 | 4.1200 USD |
| Common | RVP Transaction | 1,851 | 4.1400 USD |
| Common | RVP Transaction | 250 | 4.2000 USD |
| Common | Sell Transaction | 54 | 4.0550 USD |
| Common | Sell Transaction | 14,295 | 4.0746 USD |
| Common | Sell Transaction | 2,100 | 4.0750 USD |
| Common | Sell Transaction | 13 | 4.0762 USD |
| Common | Sell Transaction | 1,285 | 4.0850 USD |
| Common | Sell Transaction | 693 | 4.0877 USD |
| Common | Sell Transaction | 0 | 4.0893 USD |
| Common | Sell Transaction | 906 | 4.0900 USD |
| Common | Sell Transaction | 9,752 | 4.0900 USD |
| Common | Sell Transaction | 8,572 | 4.0903 USD |
| Common | Sell Transaction | 4,204 | 4.0938 USD |
| Common | Sell Transaction | 16,900 | 4.0961 USD |
| Common | Sell Transaction | 17,559 | 4.0964 USD |
| Common | Sell Transaction | 2,479 | 4.0992 USD |
| Common | Sell Transaction | 6,898 | 4.1000 USD |
| Common | Sell Transaction | 1,600 | 4.1013 USD |
| Common | Sell Transaction | 4,000 | 4.1020 USD |
| Common | Sell Transaction | 700 | 4.1029 USD |
| Common | Sell Transaction | 516 | 4.1047 USD |
| Common | Sell Transaction | 17,755 | 4.1050 USD |
| Common | Sell Transaction | 1,283 | 4.1055 USD |
| Common | Sell Transaction | 9,982 | 4.1069 USD |
| Common | Sell Transaction | 1,891 | 4.1100 USD |
| Common | Sell Transaction | 10,008 | 4.1102 USD |
| Common | Sell Transaction | 13,000 | 4.1103 USD |
| Common | Sell Transaction | 53,187 | 4.1105 USD |
| Common | Sell Transaction | 4,200 | 4.1107 USD |
| Common | Sell Transaction | 1,948 | 4.1129 USD |
| Common | Sell Transaction | 12,800 | 4.1131 USD |
| Common | Sell Transaction | 300 | 4.1133 USD |
| Common | Sell Transaction | 700 | 4.1143 USD |
| Common | Sell Transaction | 700 | 4.1171 USD |
| Common | Sell Transaction | 51,753 | 4.1200 USD |
| Common | Sell Transaction | 12,895 | 4.1210 USD |
| Common | Sell Transaction | 296 | 4.1214 USD |
| Common | Sell Transaction | 5,321 | 4.1226 USD |
| Common | Sell Transaction | 200 | 4.1250 USD |
| Common | Sell Transaction | 175 | 4.1250 USD |
| Common | Sell Transaction | 129 | 4.1250 USD |
| Common | Sell Transaction | 1,275 | 4.1253 USD |
| Common | Sell Transaction | 2,341 | 4.1263 USD |
| Common | Sell Transaction | 2 | 4.1285 USD |
| Common | Sell Transaction | 238 | 4.1299 USD |
| Common | Sell Transaction | 726 | 4.1300 USD |
| Common | Sell Transaction | 730 | 4.1334 USD |
| Common | Sell Transaction | 90 | 4.1350 USD |
| Common | Sell Transaction | 1,200 | 4.1387 USD |
| Common | Sell Transaction | 1,000 | 4.1390 USD |
| Common | Sell Transaction | 2,000 | 4.1391 USD |
| Common | Sell Transaction | 483 | 4.1400 USD |
| Common | Sell Transaction | 8,487 | 4.1400 USD |
| Common | Sell Transaction | 1,575 | 4.1449 USD |
| Common | Sell Transaction | 1,703 | 4.1480 USD |
| Common | Sell Transaction | 663 | 4.1500 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 | Put Option | Buy Transaction | 59 | 3.0000 USD | American | 2025-Aug-15 | 0.0500 USD |
| Common | Put Option | Buy Transaction | 19 | 3.0000 USD | American | 2025-Aug-15 | 0.0900 USD |
| Common | Put Option | DVP Transaction | 19 | 3.0000 USD | American | 2025-Aug-15 | 0.0900 USD |
| Common | Call Option | DVP Transaction | 1 | 10.0000 USD | American | 2026-Jan-16 | 0.1000 USD |
| Common | Call Option | DVP Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.2500 USD |
| Common | Put Option | RVP Transaction | 19 | 3.0000 USD | American | 2025-Aug-15 | 0.0900 USD |
| Common | Call Option | RVP Transaction | 1 | 10.0000 USD | American | 2026-Jan-16 | 0.1000 USD |
| Common | Call Option | RVP Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.2500 USD |
| Common | Call Option | Sell Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.2500 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: | 26 June 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 | 700 | 10.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -700 | 6.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -300 | 4.0 USD
| American
| 15/08/2025
|
| Common | Call Option | Purchased | 14,100 | 4.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 255,900 | 6.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -13,100 | 3.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 9,100 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 2,600 | 10.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -201,600 | 4.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -200 | 6.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -12,000 | 3.0 USD
| American
| 15/08/2025
|
| Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Purchased | -7,200 | 3.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -6,500 | 4.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -300 | 6.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -98,400 | 5.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -9,700 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -36,000 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -643,200 | 5.0 USD
| American
| 18/07/2025
|
| 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 | -500 | 4.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Sold | 91,500 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -117,900 | 7.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Sold | 3,100 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
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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