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 | DOWLAIS GROUP PLC |
| (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 | 18 February 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 AMERICAN AXLE MANUFACTURING HOLDINGS INC |
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 GB00BMWRZ071 1p ordinary | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 563,211 | 0.04 | 23,959 | 0.00 |
| (2) Cash-settled derivatives:
| 3 | 0.00 | 2,520,266 | 0.18 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 563,214 | 0.04 | 2,544,225 | 0.18 |
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 | 675 | 0.6777 GBP |
| Common | Buy Transaction | 8,540 | 0.6780 GBP |
| Common | Buy Transaction | 2,839 | 0.6785 GBP |
| Common | Buy Transaction | 2,546 | 0.6787 GBP |
| Common | Buy Transaction | 2,546 | 0.6790 GBP |
| Common | Buy Transaction | 3,748 | 0.6807 GBP |
| Common | Buy Transaction | 1,267 | 0.6810 GBP |
| Common | Buy Transaction | 695 | 0.6813 GBP |
| Common | Buy Transaction | 1,743 | 0.6820 GBP |
| Common | Buy Transaction | 16 | 0.6825 GBP |
| Common | Buy Transaction | 259 | 0.6830 GBP |
| Common | Buy Transaction | 6,047 | 0.6885 GBP |
| Common | Buy Transaction | 710 | 0.6905 GBP |
| Common | Buy Transaction | 4,183 | 0.6910 GBP |
| Common | Buy Transaction | 2,334 | 0.6915 GBP |
| Common | Buy Transaction | 2,229 | 0.6920 GBP |
| Common | Buy Transaction | 10,499 | 0.6930 GBP |
| Common | Buy Transaction | 2,028 | 0.6935 GBP |
| Common | Buy Transaction | 6,555 | 0.6940 GBP |
| Common | Buy Transaction | 10,953 | 0.6943 GBP |
| Common | Buy Transaction | 34,000 | 0.6945 GBP |
| Common | Buy Transaction | 291 | 0.6955 GBP |
| Common | Buy Transaction | 2,725 | 0.6965 GBP |
| Common | Buy Transaction | 15,997 | 0.6970 GBP |
| Common | Buy Transaction | 40,116 | 0.6975 GBP |
| Common | Buy Transaction | 2,841 | 0.6980 GBP |
| Common | Buy Transaction | 410 | 0.6985 GBP |
| Common | Buy Transaction | 2,695 | 0.6990 GBP |
| Common | Buy Transaction | 486 | 0.6995 GBP |
| Common | Buy Transaction | 10,201 | 0.7000 GBP |
| Common | Buy Transaction | 4,885 | 0.7003 GBP |
| Common | Buy Transaction | 1,890 | 0.7005 GBP |
| Common | Buy Transaction | 4,031 | 0.7010 GBP |
| Common | Buy Transaction | 61 | 0.7020 GBP |
| Common | Buy Transaction | 40 | 0.7025 GBP |
| Common | Buy Transaction | 54 | 0.7030 GBP |
| Common | Buy Transaction | 769 | 0.7035 GBP |
| Common | Buy Transaction | 3,294 | 0.7045 GBP |
| Common | Buy Transaction | 1,644 | 0.7050 GBP |
| Common | Buy Transaction | 2,224 | 0.7060 GBP |
| Common | Buy Transaction | 88 | 0.7070 GBP |
| Common | Buy Transaction | 3,066 | 0.7075 GBP |
| Common | Buy Transaction | 5,819 | 0.7085 GBP |
| Common | Buy Transaction | 3,831 | 0.7090 GBP |
| Common | Buy Transaction | 6,140 | 0.7095 GBP |
| Common | Buy Transaction | 103,819 | 0.7100 GBP |
| Common | Buy Transaction | 18,900 | 0.7150 GBP |
| Common | Buy Transaction | 7,604 | 0.7170 GBP |
| Common | Buy Transaction | 2,987 | 0.7173 GBP |
| Common | Buy Transaction | 6,197 | 0.7180 GBP |
| Common | Buy Transaction | 959 | 0.7185 GBP |
| Common | Buy Transaction | 114,235 | 0.7200 GBP |
| Common | Buy Transaction | 17 | 0.7210 GBP |
| Common | Buy Transaction | 11,321 | 0.7255 GBP |
| Common | Sell Transaction | 1,221 | 0.6800 GBP |
| Common | Sell Transaction | 136 | 0.6855 GBP |
| Common | Sell Transaction | 9,244 | 0.6900 GBP |
| Common | Sell Transaction | 3,763 | 0.6910 GBP |
| Common | Sell Transaction | 6,000 | 0.6920 GBP |
| Common | Sell Transaction | 4,291 | 0.6925 GBP |
| Common | Sell Transaction | 5,935 | 0.6935 GBP |
| Common | Sell Transaction | 8,166 | 0.6940 GBP |
| Common | Sell Transaction | 4,034 | 0.6945 GBP |
| Common | Sell Transaction | 764 | 0.6950 GBP |
| Common | Sell Transaction | 3,762 | 0.6955 GBP |
| Common | Sell Transaction | 2,887 | 0.6960 GBP |
| Common | Sell Transaction | 473 | 0.6965 GBP |
| Common | Sell Transaction | 22,758 | 0.6975 GBP |
| Common | Sell Transaction | 532 | 0.6980 GBP |
| Common | Sell Transaction | 9,317 | 0.6985 GBP |
| Common | Sell Transaction | 13,958 | 0.6990 GBP |
| Common | Sell Transaction | 15,398 | 0.6995 GBP |
| Common | Sell Transaction | 9,639 | 0.7000 GBP |
| Common | Sell Transaction | 4,144 | 0.7005 GBP |
| Common | Sell Transaction | 6,606 | 0.7075 GBP |
| Common | Sell Transaction | 8,379 | 0.7080 GBP |
| Common | Sell Transaction | 21,761 | 0.7085 GBP |
| Common | Sell Transaction | 1,840 | 0.7087 GBP |
| Common | Sell Transaction | 1,047 | 0.7090 GBP |
| Common | Sell Transaction | 7,246 | 0.7095 GBP |
| Common | Sell Transaction | 879 | 0.7100 GBP |
| Common | Sell Transaction | 1,720 | 0.7110 GBP |
| Common | Sell Transaction | 5,566 | 0.7115 GBP |
| Common | Sell Transaction | 21,046 | 0.7130 GBP |
| Common | Sell Transaction | 1,847 | 0.7133 GBP |
| Common | Sell Transaction | 1,473 | 0.7140 GBP |
| Common | Sell Transaction | 2,500 | 0.7145 GBP |
| Common | Sell Transaction | 16,205 | 0.7150 GBP |
| Common | Sell Transaction | 6,261 | 0.7155 GBP |
| Common | Sell Transaction | 21,021 | 0.7165 GBP |
| Common | Sell Transaction | 6,199 | 0.7170 GBP |
| Common | Sell Transaction | 16,625 | 0.7175 GBP |
| Common | Sell Transaction | 17,293 | 0.7177 GBP |
| Common | Sell Transaction | 4,822 | 0.7180 GBP |
| Common | Sell Transaction | 2,863 | 0.7185 GBP |
| Common | Sell Transaction | 4,497 | 0.7200 GBP |
| Common | Sell Transaction | 936 | 0.7210 GBP |
| Common | Sell Transaction | 2,906 | 0.7215 GBP |
| Common | Sell Transaction | 191 | 0.7220 GBP |
| Common | Sell Transaction | 3,145 | 0.7225 GBP |
| Common | Sell Transaction | 98,616 | 0.7255 GBP |
(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 |
| Common | CFD | Increasing short position | 1,956 | 0.6880 GBP |
| Common | CFD | Increasing short position | 28,893 | 0.6884 GBP |
| Common | CFD | Increasing short position | 6,252 | 0.6935 GBP |
| Common | CFD | Reducing short position | 26,533 | 0.7033 GBP |
| Common | CFD | Reducing short position | 51,478 | 0.7060 GBP |
| Common | CFD | Reducing short position | 100,117 | 0.7087 GBP |
(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 |
(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) |
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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? | NO |
| Date of disclosure: | 19 February 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.
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