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 | 20 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: | 685,912 | 0.05 | 4,317 | 0.00 |
| (2) Cash-settled derivatives:
| 3 | 0.00 | 2,280,180 | 0.16 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 685,915 | 0.05 | 2,284,497 | 0.16 |
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 | 778 | 0.7255 GBP |
| Common | Buy Transaction | 20,906 | 0.7275 GBP |
| Common | Buy Transaction | 936 | 0.7280 GBP |
| Common | Buy Transaction | 320 | 0.7285 GBP |
| Common | Buy Transaction | 3,107 | 0.7290 GBP |
| Common | Buy Transaction | 7,513 | 0.7295 GBP |
| Common | Buy Transaction | 3,404 | 0.7300 GBP |
| Common | Buy Transaction | 670 | 0.7305 GBP |
| Common | Buy Transaction | 1,079 | 0.7315 GBP |
| Common | Buy Transaction | 195 | 0.7320 GBP |
| Common | Buy Transaction | 2,170 | 0.7335 GBP |
| Common | Buy Transaction | 2,443 | 0.7340 GBP |
| Common | Buy Transaction | 899 | 0.7350 GBP |
| Common | Buy Transaction | 8,558 | 0.7355 GBP |
| Common | Buy Transaction | 2,336 | 0.7360 GBP |
| Common | Buy Transaction | 1,260 | 0.7365 GBP |
| Common | Buy Transaction | 2,501 | 0.7370 GBP |
| Common | Buy Transaction | 223 | 0.7390 GBP |
| Common | Buy Transaction | 456 | 0.7395 GBP |
| Common | Buy Transaction | 21,068 | 0.7400 GBP |
| Common | Buy Transaction | 13,116 | 0.7405 GBP |
| Common | Buy Transaction | 543 | 0.7410 GBP |
| Common | Buy Transaction | 2,468 | 0.7415 GBP |
| Common | Buy Transaction | 12,082 | 0.7420 GBP |
| Common | Buy Transaction | 6,938 | 0.7430 GBP |
| Common | Buy Transaction | 2,508 | 0.7435 GBP |
| Common | Buy Transaction | 6,792 | 0.7438 GBP |
| Common | Buy Transaction | 24,746 | 0.7440 GBP |
| Common | Buy Transaction | 1,632 | 0.7445 GBP |
| Common | Buy Transaction | 11,480 | 0.7450 GBP |
| Common | Buy Transaction | 2,465 | 0.7455 GBP |
| Common | Buy Transaction | 26,488 | 0.7460 GBP |
| Common | Buy Transaction | 6,971 | 0.7465 GBP |
| Common | Buy Transaction | 14,408 | 0.7470 GBP |
| Common | Buy Transaction | 4,174 | 0.7492 GBP |
| Common | Buy Transaction | 4,174 | 0.7500 GBP |
| Common | Sell Transaction | 105,496 | 0.7270 GBP |
| Common | Sell Transaction | 4,607 | 0.7275 GBP |
| Common | Sell Transaction | 778 | 0.7280 GBP |
| Common | Sell Transaction | 24,435 | 0.7285 GBP |
| Common | Sell Transaction | 1,240 | 0.7288 GBP |
| Common | Sell Transaction | 12,669 | 0.7290 GBP |
| Common | Sell Transaction | 4,137 | 0.7295 GBP |
| Common | Sell Transaction | 34,511 | 0.7300 GBP |
| Common | Sell Transaction | 1,090 | 0.7305 GBP |
| Common | Sell Transaction | 352 | 0.7310 GBP |
| Common | Sell Transaction | 3,856 | 0.7320 GBP |
| Common | Sell Transaction | 3,387 | 0.7330 GBP |
| Common | Sell Transaction | 5,154 | 0.7335 GBP |
| Common | Sell Transaction | 33,663 | 0.7345 GBP |
| Common | Sell Transaction | 21,821 | 0.7350 GBP |
| Common | Sell Transaction | 485 | 0.7352 GBP |
| Common | Sell Transaction | 8,271 | 0.7355 GBP |
| Common | Sell Transaction | 1,935 | 0.7360 GBP |
| Common | Sell Transaction | 2,597 | 0.7365 GBP |
| Common | Sell Transaction | 415 | 0.7370 GBP |
| Common | Sell Transaction | 511 | 0.7375 GBP |
| Common | Sell Transaction | 349 | 0.7380 GBP |
| Common | Sell Transaction | 717 | 0.7385 GBP |
| Common | Sell Transaction | 1,429 | 0.7388 GBP |
| Common | Sell Transaction | 3 | 0.7390 GBP |
| Common | Sell Transaction | 4,399 | 0.7395 GBP |
| Common | Sell Transaction | 5,570 | 0.7405 GBP |
| Common | Sell Transaction | 2,500 | 0.7410 GBP |
| Common | Sell Transaction | 8,215 | 0.7415 GBP |
| Common | Sell Transaction | 3,526 | 0.7418 GBP |
| Common | Sell Transaction | 16,646 | 0.7420 GBP |
| Common | Sell Transaction | 11,586 | 0.7425 GBP |
| Common | Sell Transaction | 15,648 | 0.7430 GBP |
| Common | Sell Transaction | 6,183 | 0.7435 GBP |
| Common | Sell Transaction | 12,551 | 0.7440 GBP |
| Common | Sell Transaction | 29,387 | 0.7445 GBP |
| Common | Sell Transaction | 6,465 | 0.7450 GBP |
| Common | Sell Transaction | 7,922 | 0.7460 GBP |
| Common | Sell Transaction | 6,899 | 0.7465 GBP |
| Common | Sell Transaction | 3,058 | 0.7468 GBP |
| Common | Sell Transaction | 3,672 | 0.7470 GBP |
| Common | Sell Transaction | 30,506 | 0.7475 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 | 180,548 | 0.7270 GBP |
| Common | CFD | Increasing short position | 10,637 | 0.7345 GBP |
| Common | CFD | Increasing short position | 24,347 | 0.7346 GBP |
| Common | CFD | Reducing short position | 2,500 | 0.7370 GBP |
| Common | CFD | Increasing short position | 13,065 | 0.7415 GBP |
| Common | CFD | Reducing short position | 4,769 | 0.7437 GBP |
| Common | CFD | Reducing short position | 4,059 | 0.7439 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
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(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 21 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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