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 | 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 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: | 1,162,940 | 0.08 | 72,636 | 0.00 |
| (2) Cash-settled derivatives:
| 0 | 0.00 | 1,451,830 | 0.10 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 1,162,940 | 0.08 | 1,524,466 | 0.11 |
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 | 2,250 | 0.5075 GBP |
| Common | Buy Transaction | 130 | 0.5105 GBP |
| Common | Buy Transaction | 5,687 | 0.5115 GBP |
| Common | Buy Transaction | 3,986 | 0.5120 GBP |
| Common | Buy Transaction | 7,286 | 0.5125 GBP |
| Common | Buy Transaction | 93,337 | 0.5140 GBP |
| Common | Buy Transaction | 3,167 | 0.5160 GBP |
| Common | Buy Transaction | 1,492 | 0.5165 GBP |
| Common | Buy Transaction | 2,991 | 0.5175 GBP |
| Common | Buy Transaction | 1,333 | 0.5180 GBP |
| Common | Buy Transaction | 9,624 | 0.5190 GBP |
| Common | Buy Transaction | 195 | 0.5195 GBP |
| Common | Buy Transaction | 7,907 | 0.5200 GBP |
| Common | Buy Transaction | 800 | 0.5240 GBP |
| Common | Buy Transaction | 5 | 0.5250 GBP |
| Common | Buy Transaction | 652 | 0.5265 GBP |
| Common | Buy Transaction | 4,325 | 0.5270 GBP |
| Common | Buy Transaction | 10 | 0.5275 GBP |
| Common | Buy Transaction | 336 | 0.5280 GBP |
| Common | Buy Transaction | 2,035 | 0.5285 GBP |
| Common | Buy Transaction | 6,398 | 0.5290 GBP |
| Common | Buy Transaction | 1,956 | 0.5295 GBP |
| Common | Buy Transaction | 92,386 | 0.5300 GBP |
| Common | Buy Transaction | 3,030 | 0.5305 GBP |
| Common | Buy Transaction | 50,815 | 0.5310 GBP |
| Common | Buy Transaction | 84,052 | 0.5315 GBP |
| Common | Buy Transaction | 79,363 | 0.5320 GBP |
| Common | Buy Transaction | 2,323 | 0.5325 GBP |
| Common | Buy Transaction | 7,097 | 0.5330 GBP |
| Common | Buy Transaction | 173 | 0.5335 GBP |
| Common | Buy Transaction | 2,946 | 0.5340 GBP |
| Common | Buy Transaction | 57,568 | 0.5350 GBP |
| Common | Buy Transaction | 426 | 0.5355 GBP |
| Common | Sell Transaction | 2,885 | 0.5085 GBP |
| Common | Sell Transaction | 8,951 | 0.5090 GBP |
| Common | Sell Transaction | 147,554 | 0.5140 GBP |
| Common | Sell Transaction | 4,000 | 0.5155 GBP |
| Common | Sell Transaction | 1,791 | 0.5165 GBP |
| Common | Sell Transaction | 423 | 0.5170 GBP |
| Common | Sell Transaction | 10,980 | 0.5180 GBP |
| Common | Sell Transaction | 12,047 | 0.5200 GBP |
| Common | Sell Transaction | 197 | 0.5220 GBP |
| Common | Sell Transaction | 1,531 | 0.5245 GBP |
| Common | Sell Transaction | 199 | 0.5255 GBP |
| Common | Sell Transaction | 136 | 0.5258 GBP |
| Common | Sell Transaction | 4,415 | 0.5260 GBP |
| Common | Sell Transaction | 7,712 | 0.5265 GBP |
| Common | Sell Transaction | 4,001 | 0.5270 GBP |
| Common | Sell Transaction | 3,642 | 0.5272 GBP |
| Common | Sell Transaction | 21,068 | 0.5275 GBP |
| Common | Sell Transaction | 5,179 | 0.5280 GBP |
| Common | Sell Transaction | 84,565 | 0.5285 GBP |
| Common | Sell Transaction | 4,871 | 0.5290 GBP |
| Common | Sell Transaction | 19,831 | 0.5295 GBP |
| Common | Sell Transaction | 16,438 | 0.5298 GBP |
| Common | Sell Transaction | 34,287 | 0.5300 GBP |
| Common | Sell Transaction | 90,000 | 0.5302 GBP |
| Common | Sell Transaction | 14,873 | 0.5305 GBP |
| Common | Sell Transaction | 895 | 0.5310 GBP |
| Common | Sell Transaction | 6,426 | 0.5315 GBP |
| Common | Sell Transaction | 15,804 | 0.5320 GBP |
| Common | Sell Transaction | 37,056 | 0.5323 GBP |
| Common | Sell Transaction | 1,069 | 0.5325 GBP |
| Common | Sell Transaction | 13,635 | 0.5330 GBP |
| Common | Sell Transaction | 195 | 0.5335 GBP |
| Common | Sell Transaction | 5,791 | 0.5340 GBP |
| Common | Sell Transaction | 600 | 0.5365 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 | 11,232 | 0.5140 GBP |
| Common | CFD | Reducing short position | 13,371 | 0.5245 GBP |
| Common | CFD | Increasing short position | 4,127 | 0.5270 GBP |
| Common | CFD | Increasing short position | 3,520 | 0.5272 GBP |
| Common | CFD | Reducing short position | 3,715 | 0.5273 GBP |
| Common | CFD | Increasing short position | 5,126 | 0.5306 GBP |
| Common | CFD | Reducing short position | 43,579 | 0.5340 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: | 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.
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