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 | 19 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: | 912,746 | 0.06 | 4,317 | 0.00 |
| (2) Cash-settled derivatives:
| 3 | 0.00 | 2,062,911 | 0.15 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 912,749 | 0.06 | 2,067,228 | 0.15 |
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 | 2,003 | 0.7145 GBP |
| Common | Buy Transaction | 2,616 | 0.7150 GBP |
| Common | Buy Transaction | 5,188 | 0.7170 GBP |
| Common | Buy Transaction | 3,205 | 0.7175 GBP |
| Common | Buy Transaction | 7,013 | 0.7180 GBP |
| Common | Buy Transaction | 18,453 | 0.7185 GBP |
| Common | Buy Transaction | 11,715 | 0.7190 GBP |
| Common | Buy Transaction | 3,330 | 0.7192 GBP |
| Common | Buy Transaction | 11,536 | 0.7195 GBP |
| Common | Buy Transaction | 89,174 | 0.7200 GBP |
| Common | Buy Transaction | 20,888 | 0.7205 GBP |
| Common | Buy Transaction | 5,680 | 0.7210 GBP |
| Common | Buy Transaction | 42 | 0.7215 GBP |
| Common | Buy Transaction | 4,270 | 0.7220 GBP |
| Common | Buy Transaction | 307,512 | 0.7230 GBP |
| Common | Buy Transaction | 2,258 | 0.7235 GBP |
| Common | Buy Transaction | 230,459 | 0.7240 GBP |
| Common | Buy Transaction | 846 | 0.7245 GBP |
| Common | Buy Transaction | 91,501 | 0.7250 GBP |
| Common | Buy Transaction | 6,739 | 0.7255 GBP |
| Common | Buy Transaction | 1,068 | 0.7260 GBP |
| Common | Buy Transaction | 1,611 | 0.7265 GBP |
| Common | Buy Transaction | 2,187 | 0.7270 GBP |
| Common | Buy Transaction | 4,556 | 0.7275 GBP |
| Common | Buy Transaction | 2,339 | 0.7278 GBP |
| Common | Buy Transaction | 2,301 | 0.7280 GBP |
| Common | Buy Transaction | 5,317 | 0.7285 GBP |
| Common | Buy Transaction | 4,190 | 0.7290 GBP |
| Common | Buy Transaction | 11,428 | 0.7292 GBP |
| Common | Buy Transaction | 5,339 | 0.7295 GBP |
| Common | Buy Transaction | 6,008 | 0.7298 GBP |
| Common | Buy Transaction | 54,007 | 0.7300 GBP |
| Common | Buy Transaction | 6,402 | 0.7305 GBP |
| Common | Buy Transaction | 2,498 | 0.7310 GBP |
| Common | Buy Transaction | 8,052 | 0.7315 GBP |
| Common | Buy Transaction | 8,919 | 0.7320 GBP |
| Common | Sell Transaction | 23,108 | 0.7165 GBP |
| Common | Sell Transaction | 192 | 0.7170 GBP |
| Common | Sell Transaction | 1,626 | 0.7175 GBP |
| Common | Sell Transaction | 11,079 | 0.7180 GBP |
| Common | Sell Transaction | 697 | 0.7185 GBP |
| Common | Sell Transaction | 873 | 0.7190 GBP |
| Common | Sell Transaction | 536 | 0.7195 GBP |
| Common | Sell Transaction | 6,044 | 0.7200 GBP |
| Common | Sell Transaction | 6,239 | 0.7215 GBP |
| Common | Sell Transaction | 4,925 | 0.7220 GBP |
| Common | Sell Transaction | 9,159 | 0.7225 GBP |
| Common | Sell Transaction | 37 | 0.7230 GBP |
| Common | Sell Transaction | 5,878 | 0.7235 GBP |
| Common | Sell Transaction | 1,711 | 0.7240 GBP |
| Common | Sell Transaction | 19,723 | 0.7245 GBP |
| Common | Sell Transaction | 106,566 | 0.7250 GBP |
| Common | Sell Transaction | 5,235 | 0.7255 GBP |
| Common | Sell Transaction | 5,616 | 0.7260 GBP |
| Common | Sell Transaction | 4,843 | 0.7265 GBP |
| Common | Sell Transaction | 972 | 0.7268 GBP |
| Common | Sell Transaction | 19,347 | 0.7270 GBP |
| Common | Sell Transaction | 62,903 | 0.7275 GBP |
| Common | Sell Transaction | 27,646 | 0.7280 GBP |
| Common | Sell Transaction | 17,745 | 0.7282 GBP |
| Common | Sell Transaction | 51,774 | 0.7285 GBP |
| Common | Sell Transaction | 95,269 | 0.7290 GBP |
| Common | Sell Transaction | 4,057 | 0.7292 GBP |
| Common | Sell Transaction | 48,713 | 0.7295 GBP |
| Common | Sell Transaction | 16,507 | 0.7300 GBP |
| Common | Sell Transaction | 120 | 0.7305 GBP |
| Common | Sell Transaction | 16,710 | 0.7310 GBP |
| Common | Sell Transaction | 4,944 | 0.7312 GBP |
| Common | Sell Transaction | 679 | 0.7320 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 | Reducing short position | 39,145 | 0.7224 GBP |
| Common | CFD | Reducing short position | 17,832 | 0.7226 GBP |
| Common | CFD | Reducing short position | 105,208 | 0.7227 GBP |
| Common | CFD | Reducing short position | 263,716 | 0.7228 GBP |
| Common | CFD | Reducing short position | 31,454 | 0.7250 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: | 20 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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