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 | 3 June 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: | 1,570,948 | 1.32 | 0 | 0.00 |
| (2) Cash-settled derivatives:
| 732,640 | 0.61 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 989,800 | 0.83 | 995,600 | 0.83 |
|
TOTAL: | 3,293,388 | 2.77 | 995,600 | 0.83 |
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 | 880 | 4.3000 USD |
| Common | Buy Transaction | 111 | 4.3100 USD |
| Common | Buy Transaction | 17 | 4.3188 USD |
| Common | Buy Transaction | 8 | 4.3200 USD |
| Common | Buy Transaction | 3 | 4.3267 USD |
| Common | Buy Transaction | 10 | 4.3300 USD |
| Common | Buy Transaction | 45 | 4.3338 USD |
| Common | Buy Transaction | 612 | 4.3524 USD |
| Common | Buy Transaction | 400 | 4.3550 USD |
| Common | Buy Transaction | 151 | 4.3553 USD |
| Common | Buy Transaction | 210 | 4.3557 USD |
| Common | Buy Transaction | 1 | 4.3578 USD |
| Common | Buy Transaction | 1,122 | 4.3600 USD |
| Common | Buy Transaction | 4,106 | 4.3604 USD |
| Common | Buy Transaction | 500 | 4.3620 USD |
| Common | Buy Transaction | 300 | 4.3633 USD |
| Common | Buy Transaction | 604 | 4.3700 USD |
| Common | Buy Transaction | 431 | 4.3704 USD |
| Common | Buy Transaction | 1,800 | 4.3711 USD |
| Common | Buy Transaction | 4,400 | 4.3750 USD |
| Common | Buy Transaction | 800 | 4.3788 USD |
| Common | Buy Transaction | 17,406 | 4.3800 USD |
| Common | Buy Transaction | 4,800 | 4.3802 USD |
| Common | Buy Transaction | 157 | 4.3809 USD |
| Common | Buy Transaction | 311 | 4.3814 USD |
| Common | Buy Transaction | 6,345 | 4.3820 USD |
| Common | Buy Transaction | 300 | 4.3850 USD |
| Common | Buy Transaction | 324 | 4.3884 USD |
| Common | Buy Transaction | 1,843 | 4.3892 USD |
| Common | Buy Transaction | 100 | 4.3900 USD |
| Common | Buy Transaction | 319 | 4.3910 USD |
| Common | Buy Transaction | 600 | 4.3917 USD |
| Common | Buy Transaction | 518 | 4.3921 USD |
| Common | Buy Transaction | 3,065 | 4.3930 USD |
| Common | Buy Transaction | 1,149 | 4.3937 USD |
| Common | Buy Transaction | 200 | 4.3950 USD |
| Common | Buy Transaction | 700 | 4.3971 USD |
| Common | Buy Transaction | 608 | 4.3984 USD |
| Common | Buy Transaction | 19,020 | 4.4000 USD |
| Common | Buy Transaction | 50 | 4.4008 USD |
| Common | Buy Transaction | 1,000 | 4.4010 USD |
| Common | Buy Transaction | 1,448 | 4.4017 USD |
| Common | Buy Transaction | 1,226 | 4.4055 USD |
| Common | Buy Transaction | 2,633 | 4.4074 USD |
| Common | Buy Transaction | 1,169 | 4.4078 USD |
| Common | Buy Transaction | 587 | 4.4081 USD |
| Common | Buy Transaction | 8,424 | 4.4100 USD |
| Common | Buy Transaction | 17,547 | 4.4100 USD |
| Common | Buy Transaction | 105 | 4.4105 USD |
| Common | Buy Transaction | 1,888 | 4.4106 USD |
| Common | Buy Transaction | 613 | 4.4112 USD |
| Common | Buy Transaction | 870 | 4.4118 USD |
| Common | Buy Transaction | 700 | 4.4129 USD |
| Common | Buy Transaction | 29 | 4.4131 USD |
| Common | Buy Transaction | 300 | 4.4133 USD |
| Common | Buy Transaction | 504 | 4.4150 USD |
| Common | Buy Transaction | 1,600 | 4.4188 USD |
| Common | Buy Transaction | 470 | 4.4200 USD |
| Common | Buy Transaction | 1,600 | 4.4206 USD |
| Common | Buy Transaction | 2,700 | 4.4210 USD |
| Common | Buy Transaction | 6,994 | 4.4211 USD |
| Common | Buy Transaction | 100 | 4.4225 USD |
| Common | Buy Transaction | 131 | 4.4243 USD |
| Common | Buy Transaction | 100 | 4.4250 USD |
| Common | Buy Transaction | 600 | 4.4251 USD |
| Common | Buy Transaction | 12,597 | 4.4254 USD |
| Common | Buy Transaction | 1,600 | 4.4269 USD |
| Common | Buy Transaction | 2 | 4.4300 USD |
| Common | Buy Transaction | 700 | 4.4322 USD |
| Common | Buy Transaction | 400 | 4.4400 USD |
| Common | Buy Transaction | 2,451 | 4.4446 USD |
| Common | Buy Transaction | 7,553 | 4.4515 USD |
| Common | Buy Transaction | 1 | 4.4592 USD |
| Common | DVP Transaction | 345 | 4.3200 USD |
| Common | DVP Transaction | 193 | 4.4000 USD |
| Common | DVP Transaction | 500 | 4.4050 USD |
| Common | DVP Transaction | 8,588 | 4.4100 USD |
| Common | DVP Transaction | 698 | 4.4287 USD |
| Common | DVP Transaction | 190 | 4.4500 USD |
| Common | RVP Transaction | 190 | 4.3200 USD |
| Common | RVP Transaction | 163 | 4.3239 USD |
| Common | RVP Transaction | 185 | 4.4000 USD |
| Common | RVP Transaction | 89 | 4.4045 USD |
| Common | RVP Transaction | 126 | 4.4050 USD |
| Common | RVP Transaction | 700 | 4.4071 USD |
| Common | RVP Transaction | 550 | 4.4091 USD |
| Common | RVP Transaction | 7,839 | 4.4100 USD |
| Common | RVP Transaction | 10 | 4.4190 USD |
| Common | RVP Transaction | 10 | 4.4230 USD |
| Common | RVP Transaction | 50 | 4.4326 USD |
| Common | RVP Transaction | 116 | 4.4329 USD |
| Common | RVP Transaction | 146 | 4.4383 USD |
| Common | RVP Transaction | 58 | 4.4450 USD |
| Common | RVP Transaction | 190 | 4.4500 USD |
| Common | RVP Transaction | 92 | 4.4537 USD |
| Common | Sell Transaction | 23 | 4.3152 USD |
| Common | Sell Transaction | 99 | 4.3200 USD |
| Common | Sell Transaction | 1,225 | 4.3285 USD |
| Common | Sell Transaction | 1,000 | 4.3296 USD |
| Common | Sell Transaction | 277 | 4.3300 USD |
| Common | Sell Transaction | 1,638 | 4.3323 USD |
| Common | Sell Transaction | 100 | 4.3350 USD |
| Common | Sell Transaction | 1,521 | 4.3354 USD |
| Common | Sell Transaction | 1,222 | 4.3363 USD |
| Common | Sell Transaction | 200 | 4.3375 USD |
| Common | Sell Transaction | 141 | 4.3382 USD |
| Common | Sell Transaction | 184 | 4.3400 USD |
| Common | Sell Transaction | 516 | 4.3412 USD |
| Common | Sell Transaction | 300 | 4.3417 USD |
| Common | Sell Transaction | 300 | 4.3450 USD |
| Common | Sell Transaction | 327 | 4.3458 USD |
| Common | Sell Transaction | 226 | 4.3462 USD |
| Common | Sell Transaction | 550 | 4.3484 USD |
| Common | Sell Transaction | 1,000 | 4.3490 USD |
| Common | Sell Transaction | 400 | 4.3500 USD |
| Common | Sell Transaction | 400 | 4.3575 USD |
| Common | Sell Transaction | 403 | 4.3596 USD |
| Common | Sell Transaction | 1,122 | 4.3599 USD |
| Common | Sell Transaction | 249 | 4.3600 USD |
| Common | Sell Transaction | 505 | 4.3640 USD |
| Common | Sell Transaction | 412 | 4.3669 USD |
| Common | Sell Transaction | 211 | 4.3684 USD |
| Common | Sell Transaction | 263 | 4.3766 USD |
| Common | Sell Transaction | 901 | 4.3788 USD |
| Common | Sell Transaction | 817 | 4.3791 USD |
| Common | Sell Transaction | 300 | 4.3833 USD |
| Common | Sell Transaction | 300 | 4.3850 USD |
| Common | Sell Transaction | 1,100 | 4.3864 USD |
| Common | Sell Transaction | 300 | 4.3867 USD |
| Common | Sell Transaction | 1,057 | 4.3868 USD |
| Common | Sell Transaction | 214 | 4.3891 USD |
| Common | Sell Transaction | 1,000 | 4.3991 USD |
| Common | Sell Transaction | 992 | 4.3994 USD |
| Common | Sell Transaction | 1,157 | 4.3997 USD |
| Common | Sell Transaction | 7,755 | 4.4000 USD |
| Common | Sell Transaction | 2,981 | 4.4027 USD |
| Common | Sell Transaction | 28,902 | 4.4046 USD |
| Common | Sell Transaction | 305 | 4.4053 USD |
| Common | Sell Transaction | 701 | 4.4085 USD |
| Common | Sell Transaction | 8,019 | 4.4100 USD |
| Common | Sell Transaction | 2,126 | 4.4104 USD |
| Common | Sell Transaction | 1 | 4.4111 USD |
| Common | Sell Transaction | 3,193 | 4.4125 USD |
| Common | Sell Transaction | 839 | 4.4128 USD |
| Common | Sell Transaction | 138 | 4.4141 USD |
| Common | Sell Transaction | 3,429 | 4.4147 USD |
| Common | Sell Transaction | 4 | 4.4150 USD |
| Common | Sell Transaction | 27 | 4.4152 USD |
| Common | Sell Transaction | 227 | 4.4174 USD |
| Common | Sell Transaction | 2,052 | 4.4178 USD |
| Common | Sell Transaction | 5,997 | 4.4200 USD |
| Common | Sell Transaction | 1,400 | 4.4210 USD |
| Common | Sell Transaction | 112 | 4.4211 USD |
| Common | Sell Transaction | 155 | 4.4235 USD |
| Common | Sell Transaction | 290 | 4.4242 USD |
| Common | Sell Transaction | 700 | 4.4250 USD |
| Common | Sell Transaction | 541 | 4.4250 USD |
| Common | Sell Transaction | 12,597 | 4.4254 USD |
| Common | Sell Transaction | 519 | 4.4261 USD |
| Common | Sell Transaction | 202 | 4.4300 USD |
| Common | Sell Transaction | 200 | 4.4400 USD |
| Common | Sell Transaction | 46 | 4.4485 USD |
| Common | Sell Transaction | 865 | 4.4486 USD |
| Common | Sell Transaction | 1,944 | 4.4550 USD |
| Common | Sell Transaction | 9 | 4.4556 USD |
| Common | Sell Transaction | 2 | 4.4592 USD |
| Common | Sell Transaction | 214 | 4.4593 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 |
| Common | CFD | Reducing long position | 200 | 4.3850 USD |
| Common | CFD | Reducing long position | 28,643 | 4.4043 USD |
| Common | CFD | Reducing long position | 28,952 | 4.4045 USD |
(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 | Buy Transaction | 1 | 5.0000 USD | American | 2025-Jul-18 | 0.1700 USD |
| Common | Call Option | Buy Transaction | 10 | 10.0000 USD | American | 2026-Jul-17 | 0.2500 USD |
| Common | Call Option | DVP Transaction | 1 | 5.0000 USD | American | 2025-Jul-18 | 0.1700 USD |
| Common | Call Option | RVP Transaction | 1 | 5.0000 USD | American | 2025-Jul-18 | 0.1700 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: | 4 June 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 | -7,200 | 3.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -6,000 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 2,000 | 7.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 1,000 | 6.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 256,200 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 2,600 | 10.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 13,900 | 4.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -8,500 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 9,200 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -8,000 | 4.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -1,300 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -36,000 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -300 | 6.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -1,800 | 4.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Sold | 3,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -117,900 | 7.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -8,200 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -645,600 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Sold | 98,900 | 8.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -95,400 | 5.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -400 | 3.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -2,000 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Sold | 100 | 3.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
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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