RNS Number : 3049E
Citadel Group
09 April 2025
 

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

8 April 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:

822,628

0.69

169,181

0.14

(2) Cash-settled derivatives:

 

105,966

0.08

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

2,134,800

1.80

591,100

0.49

 

     TOTAL:

3,063,394

2.58

760,281

0.64

 

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

13

3.0308 USD

Common

Buy Transaction

2,100

3.0355 USD

Common

Buy Transaction

100

3.0400 USD

Common

Buy Transaction

4,735

3.0406 USD

Common

Buy Transaction

542

3.0439 USD

Common

Buy Transaction

153

3.0500 USD

Common

Buy Transaction

13

3.0508 USD

Common

Buy Transaction

804

3.0511 USD

Common

Buy Transaction

100

3.0550 USD

Common

Buy Transaction

399

3.0600 USD

Common

Buy Transaction

525

3.0633 USD

Common

Buy Transaction

5,409

3.0665 USD

Common

Buy Transaction

400

3.0700 USD

Common

Buy Transaction

1,438

3.0703 USD

Common

Buy Transaction

48

3.0715 USD

Common

Buy Transaction

2,750

3.0715 USD

Common

Buy Transaction

504

3.0757 USD

Common

Buy Transaction

115

3.0790 USD

Common

Buy Transaction

1,074

3.0795 USD

Common

Buy Transaction

11

3.0836 USD

Common

Buy Transaction

711

3.0837 USD

Common

Buy Transaction

1,853

3.0837 USD

Common

Buy Transaction

630

3.0919 USD

Common

Buy Transaction

1,459

3.0973 USD

Common

Buy Transaction

1,550

3.1000 USD

Common

Buy Transaction

625

3.1004 USD

Common

Buy Transaction

257

3.1019 USD

Common

Buy Transaction

484

3.1020 USD

Common

Buy Transaction

250

3.1030 USD

Common

Buy Transaction

6,062

3.1038 USD

Common

Buy Transaction

350

3.1093 USD

Common

Buy Transaction

31,113

3.1100 USD

Common

Buy Transaction

527

3.1110 USD

Common

Buy Transaction

755

3.1174 USD

Common

Buy Transaction

38,662

3.1200 USD

Common

Buy Transaction

1,530

3.1235 USD

Common

Buy Transaction

211

3.1300 USD

Common

Buy Transaction

105

3.1348 USD

Common

Buy Transaction

5

3.1360 USD

Common

Buy Transaction

805

3.1400 USD

Common

Buy Transaction

587

3.1463 USD

Common

Buy Transaction

100

3.1500 USD

Common

Buy Transaction

266

3.1504 USD

Common

Buy Transaction

1,913

3.1525 USD

Common

Buy Transaction

90

3.1550 USD

Common

Buy Transaction

291

3.1552 USD

Common

Buy Transaction

1,700

3.1559 USD

Common

Buy Transaction

1,408

3.1564 USD

Common

Buy Transaction

591

3.1571 USD

Common

Buy Transaction

2,920

3.1605 USD

Common

Buy Transaction

1,089

3.1656 USD

Common

Buy Transaction

33,845

3.1694 USD

Common

Buy Transaction

1,321

3.1699 USD

Common

Buy Transaction

1,200

3.1725 USD

Common

Buy Transaction

3,388

3.1772 USD

Common

Buy Transaction

6,200

3.1773 USD

Common

Buy Transaction

575

3.1883 USD

Common

Buy Transaction

100

3.1950 USD

Common

Buy Transaction

48

3.1975 USD

Common

Buy Transaction

89

3.1989 USD

Common

Buy Transaction

300

3.2000 USD

Common

Buy Transaction

79

3.2035 USD

Common

Buy Transaction

10

3.2100 USD

Common

Buy Transaction

14,990

3.2113 USD

Common

Buy Transaction

45,787

3.2133 USD

Common

Buy Transaction

327

3.2143 USD

Common

Buy Transaction

779

3.2157 USD

Common

Buy Transaction

721

3.2157 USD

Common

Buy Transaction

30

3.2160 USD

Common

Buy Transaction

19,196

3.2175 USD

Common

Buy Transaction

18,793

3.2178 USD

Common

Buy Transaction

79

3.2200 USD

Common

Buy Transaction

239

3.2203 USD

Common

Buy Transaction

200

3.2250 USD

Common

Buy Transaction

777

3.2254 USD

Common

Buy Transaction

415

3.2263 USD

Common

Buy Transaction

365

3.2264 USD

Common

Buy Transaction

335

3.2264 USD

Common

Buy Transaction

3,517

3.2291 USD

Common

Buy Transaction

100

3.2300 USD

Common

Buy Transaction

3,000

3.2308 USD

Common

Buy Transaction

120

3.2373 USD

Common

Buy Transaction

1

3.2468 USD

Common

Buy Transaction

1,010

3.2494 USD

Common

Buy Transaction

500

3.2500 USD

Common

Buy Transaction

2,900

3.2600 USD

Common

Buy Transaction

202

3.2630 USD

Common

Buy Transaction

3,704

3.2950 USD

Common

Buy Transaction

2,296

3.3000 USD

Common

DVP Transaction

400

3.0450 USD

Common

DVP Transaction

1,200

3.0550 USD

Common

DVP Transaction

700

3.0750 USD

Common

DVP Transaction

10,898

3.1050 USD

Common

DVP Transaction

971

3.1050 USD

Common

DVP Transaction

129

3.1050 USD

Common

DVP Transaction

56

3.1100 USD

Common

DVP Transaction

38,644

3.1200 USD

Common

DVP Transaction

90

3.1550 USD

Common

DVP Transaction

1

3.1600 USD

Common

DVP Transaction

1,900

3.2658 USD

Common

DVP Transaction

50

3.2900 USD

Common

DVP Transaction

166

3.3100 USD

Common

DVP Transaction

14

3.3300 USD

Common

RVP Transaction

600

3.0550 USD

Common

RVP Transaction

1,553

3.0857 USD

Common

RVP Transaction

1,700

3.0909 USD

Common

RVP Transaction

1,185

3.0923 USD

Common

RVP Transaction

1,500

3.1010 USD

Common

RVP Transaction

6,110

3.1050 USD

Common

RVP Transaction

971

3.1050 USD

Common

RVP Transaction

681

3.1050 USD

Common

RVP Transaction

8

3.1100 USD

Common

RVP Transaction

38,644

3.1200 USD

Common

RVP Transaction

90

3.1550 USD

Common

RVP Transaction

1,966

3.2627 USD

Common

RVP Transaction

50

3.2900 USD

Common

RVP Transaction

161

3.3100 USD

Common

Sell Transaction

10

3.0400 USD

Common

Sell Transaction

818

3.0550 USD

Common

Sell Transaction

5

3.0560 USD

Common

Sell Transaction

43

3.0570 USD

Common

Sell Transaction

2

3.0600 USD

Common

Sell Transaction

669

3.0643 USD

Common

Sell Transaction

178

3.0700 USD

Common

Sell Transaction

1,600

3.0950 USD

Common

Sell Transaction

605

3.0950 USD

Common

Sell Transaction

1,708

3.0973 USD

Common

Sell Transaction

1,026

3.0988 USD

Common

Sell Transaction

3,222

3.0997 USD

Common

Sell Transaction

515

3.1000 USD

Common

Sell Transaction

79,868

3.1060 USD

Common

Sell Transaction

2,400

3.1092 USD

Common

Sell Transaction

5,988

3.1093 USD

Common

Sell Transaction

30,771

3.1100 USD

Common

Sell Transaction

256

3.1122 USD

Common

Sell Transaction

6,371

3.1154 USD

Common

Sell Transaction

38,644

3.1200 USD

Common

Sell Transaction

710

3.1227 USD

Common

Sell Transaction

600

3.1233 USD

Common

Sell Transaction

10

3.1250 USD

Common

Sell Transaction

600

3.1267 USD

Common

Sell Transaction

200

3.1301 USD

Common

Sell Transaction

579

3.1306 USD

Common

Sell Transaction

2,498

3.1332 USD

Common

Sell Transaction

320

3.1350 USD

Common

Sell Transaction

2,800

3.1379 USD

Common

Sell Transaction

5,700

3.1400 USD

Common

Sell Transaction

293

3.1441 USD

Common

Sell Transaction

10

3.1450 USD

Common

Sell Transaction

113

3.1473 USD

Common

Sell Transaction

3,653

3.1498 USD

Common

Sell Transaction

251

3.1500 USD

Common

Sell Transaction

591

3.1515 USD

Common

Sell Transaction

187

3.1543 USD

Common

Sell Transaction

200

3.1550 USD

Common

Sell Transaction

180

3.1556 USD

Common

Sell Transaction

310

3.1600 USD

Common

Sell Transaction

3,000

3.1610 USD

Common

Sell Transaction

43,068

3.1625 USD

Common

Sell Transaction

5,605

3.1632 USD

Common

Sell Transaction

31,809

3.1656 USD

Common

Sell Transaction

300

3.1703 USD

Common

Sell Transaction

67

3.1767 USD

Common

Sell Transaction

60

3.1783 USD

Common

Sell Transaction

10

3.1890 USD

Common

Sell Transaction

10

3.1900 USD

Common

Sell Transaction

2

3.1907 USD

Common

Sell Transaction

1,154

3.1920 USD

Common

Sell Transaction

1,203

3.1961 USD

Common

Sell Transaction

600

3.1967 USD

Common

Sell Transaction

2,500

3.1989 USD

Common

Sell Transaction

100

3.2000 USD

Common

Sell Transaction

200

3.2050 USD

Common

Sell Transaction

269

3.2100 USD

Common

Sell Transaction

17

3.2121 USD

Common

Sell Transaction

404

3.2152 USD

Common

Sell Transaction

564

3.2177 USD

Common

Sell Transaction

256

3.2181 USD

Common

Sell Transaction

6

3.2200 USD

Common

Sell Transaction

350

3.2243 USD

Common

Sell Transaction

27,074

3.2300 USD

Common

Sell Transaction

274

3.2350 USD

Common

Sell Transaction

119

3.2391 USD

Common

Sell Transaction

333

3.2400 USD

Common

Sell Transaction

1,120

3.2411 USD

Common

Sell Transaction

1,008

3.2428 USD

Common

Sell Transaction

1

3.2450 USD

Common

Sell Transaction

152

3.2457 USD

Common

Sell Transaction

5,949

3.2457 USD

Common

Sell Transaction

60

3.2483 USD

Common

Sell Transaction

600

3.2500 USD

Common

Sell Transaction

200

3.2550 USD

Common

Sell Transaction

200

3.2600 USD

Common

Sell Transaction

20

3.2650 USD

Common

Sell Transaction

171

3.2682 USD

Common

Sell Transaction

11

3.2691 USD

Common

Sell Transaction

0

3.2695 USD

Common

Sell Transaction

101

3.2700 USD

Common

Sell Transaction

120

3.2800 USD

Common

Sell Transaction

2

3.2862 USD

Common

Sell Transaction

3,704

3.2950 USD

Common

Sell Transaction

2,296

3.2999 USD

Common

Sell Transaction

1

3.3100 USD

Common

Sell Transaction

176

3.3749 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

Call Option

Sell Transaction

2

5.0000 USD

American

2025-May-16

0.0500 USD

Common

Put Option

Sell Transaction

5

3.0000 USD

American

2025-Apr-17

0.2000 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:

9 April 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

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000,000

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

6,000

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-400

4.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-5,900

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

800

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

150,000

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-1,000

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

6,000

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-9,500

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-118,400

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

12,500

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

4,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-101,000

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-100

3.0 USD

 

American

 

17/10/2025

 

 

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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