| 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: |
| 19 Feb 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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| 23,588,830 | 1.75% | 2,680,237 | 0.20% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 2,136,250 | 0.16% | 22,489,439 | 1.67% |
| (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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| 25,725,080 | 1.91% | 25,169,676 | 1.87% |
| (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 | 6,047,196 | 0.7320 GBP | 0.7170 GBP | |||
| 1p ordinary | Sale | 4,248,678 | 0.7320 GBP | 0.7180 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 | 2,027 | 0.7215 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 185,679 | 0.7222 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 51,536 | 0.7239 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 4,256 | 0.7244 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 8,107 | 0.7245 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 20,231 | 0.7249 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 135,690 | 0.7250 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 4,048 | 0.7254 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 91,501 | 0.7266 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 870 | 0.7284 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 2,909 | 0.7292 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 409 | 0.7170 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 6,779 | 0.7200 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 39,145 | 0.7223 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 12,415 | 0.7224 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 17,832 | 0.7226 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 368,924 | 0.7227 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 353,393 | 0.7229 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 29,244 | 0.7230 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 2,011 | 0.7240 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 38,372 | 0.7241 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 370,602 | 0.7242 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 255,826 | 0.7245 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 260 | 0.7246 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 446,285 | 0.7249 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 333,928 | 0.7250 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 67 | 0.7255 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,877 | 0.7287 GBP | |||
| 1p ordinary | CFD | Increasing Short | 117,631 | 0.7250 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: | 20 Feb 2025 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
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