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 | 4 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: | 1,580,891 | 1.33 | 3,833 | 0.00 |
| (2) Cash-settled derivatives:
| 720,222 | 0.60 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 989,800 | 0.83 | 996,600 | 0.83 |
|
TOTAL: | 3,290,913 | 2.77 | 1,000,433 | 0.84 |
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 | 31,888 | 4.2900 USD |
| Common | Buy Transaction | 525 | 4.2909 USD |
| Common | Buy Transaction | 1,300 | 4.2950 USD |
| Common | Buy Transaction | 1,754 | 4.3000 USD |
| Common | Buy Transaction | 444 | 4.3001 USD |
| Common | Buy Transaction | 6,778 | 4.3012 USD |
| Common | Buy Transaction | 1,057 | 4.3030 USD |
| Common | Buy Transaction | 1,876 | 4.3034 USD |
| Common | Buy Transaction | 388 | 4.3050 USD |
| Common | Buy Transaction | 130 | 4.3054 USD |
| Common | Buy Transaction | 38 | 4.3068 USD |
| Common | Buy Transaction | 1,200 | 4.3075 USD |
| Common | Buy Transaction | 23 | 4.3078 USD |
| Common | Buy Transaction | 70 | 4.3079 USD |
| Common | Buy Transaction | 22 | 4.3086 USD |
| Common | Buy Transaction | 399 | 4.3088 USD |
| Common | Buy Transaction | 6,820 | 4.3100 USD |
| Common | Buy Transaction | 725 | 4.3109 USD |
| Common | Buy Transaction | 971 | 4.3110 USD |
| Common | Buy Transaction | 3,483 | 4.3117 USD |
| Common | Buy Transaction | 101 | 4.3120 USD |
| Common | Buy Transaction | 615 | 4.3121 USD |
| Common | Buy Transaction | 800 | 4.3125 USD |
| Common | Buy Transaction | 903 | 4.3132 USD |
| Common | Buy Transaction | 756 | 4.3137 USD |
| Common | Buy Transaction | 200 | 4.3150 USD |
| Common | Buy Transaction | 2,411 | 4.3166 USD |
| Common | Buy Transaction | 3 | 4.3167 USD |
| Common | Buy Transaction | 572 | 4.3176 USD |
| Common | Buy Transaction | 1,176 | 4.3200 USD |
| Common | Buy Transaction | 1 | 4.3200 USD |
| Common | Buy Transaction | 361 | 4.3202 USD |
| Common | Buy Transaction | 627 | 4.3208 USD |
| Common | Buy Transaction | 197 | 4.3216 USD |
| Common | Buy Transaction | 1,191 | 4.3225 USD |
| Common | Buy Transaction | 2,600 | 4.3238 USD |
| Common | Buy Transaction | 800 | 4.3250 USD |
| Common | Buy Transaction | 434 | 4.3257 USD |
| Common | Buy Transaction | 5,210 | 4.3280 USD |
| Common | Buy Transaction | 1,066 | 4.3300 USD |
| Common | Buy Transaction | 1,100 | 4.3309 USD |
| Common | Buy Transaction | 979 | 4.3312 USD |
| Common | Buy Transaction | 1,500 | 4.3313 USD |
| Common | Buy Transaction | 400 | 4.3325 USD |
| Common | Buy Transaction | 3,683 | 4.3328 USD |
| Common | Buy Transaction | 1,000 | 4.3330 USD |
| Common | Buy Transaction | 1,400 | 4.3386 USD |
| Common | Buy Transaction | 2 | 4.3387 USD |
| Common | Buy Transaction | 630 | 4.3400 USD |
| Common | Buy Transaction | 35,051 | 4.3412 USD |
| Common | Buy Transaction | 564 | 4.3426 USD |
| Common | Buy Transaction | 6,692 | 4.3438 USD |
| Common | Buy Transaction | 1,000 | 4.3440 USD |
| Common | Buy Transaction | 328 | 4.3440 USD |
| Common | Buy Transaction | 604 | 4.3449 USD |
| Common | Buy Transaction | 8,122 | 4.3500 USD |
| Common | Buy Transaction | 1,710 | 4.3500 USD |
| Common | Buy Transaction | 400 | 4.3525 USD |
| Common | Buy Transaction | 446 | 4.3528 USD |
| Common | Buy Transaction | 600 | 4.3533 USD |
| Common | Buy Transaction | 18,175 | 4.3538 USD |
| Common | Buy Transaction | 265 | 4.3545 USD |
| Common | Buy Transaction | 600 | 4.3550 USD |
| Common | Buy Transaction | 515 | 4.3566 USD |
| Common | Buy Transaction | 600 | 4.3567 USD |
| Common | Buy Transaction | 1,600 | 4.3600 USD |
| Common | Buy Transaction | 300 | 4.3633 USD |
| Common | Buy Transaction | 800 | 4.3650 USD |
| Common | Buy Transaction | 600 | 4.3667 USD |
| Common | Buy Transaction | 500 | 4.3680 USD |
| Common | Buy Transaction | 617 | 4.3700 USD |
| Common | Buy Transaction | 328 | 4.3722 USD |
| Common | Buy Transaction | 300 | 4.3733 USD |
| Common | Buy Transaction | 406 | 4.3806 USD |
| Common | Buy Transaction | 203 | 4.3900 USD |
| Common | Buy Transaction | 790 | 4.3950 USD |
| Common | Buy Transaction | 232 | 4.4000 USD |
| Common | Buy Transaction | 700 | 4.4186 USD |
| Common | DVP Transaction | 4 | 4.2800 USD |
| Common | DVP Transaction | 27,906 | 4.2900 USD |
| Common | DVP Transaction | 370 | 4.3000 USD |
| Common | DVP Transaction | 3,700 | 4.3030 USD |
| Common | DVP Transaction | 3,300 | 4.3050 USD |
| Common | DVP Transaction | 2,200 | 4.3050 USD |
| Common | DVP Transaction | 100 | 4.3100 USD |
| Common | DVP Transaction | 1,462 | 4.3221 USD |
| Common | DVP Transaction | 495 | 4.4000 USD |
| Common | DVP Transaction | 198 | 4.4200 USD |
| Common | RVP Transaction | 4 | 4.2800 USD |
| Common | RVP Transaction | 27,906 | 4.2900 USD |
| Common | RVP Transaction | 8 | 4.2950 USD |
| Common | RVP Transaction | 1,923 | 4.3000 USD |
| Common | RVP Transaction | 136 | 4.3035 USD |
| Common | RVP Transaction | 4,400 | 4.3050 USD |
| Common | RVP Transaction | 1,491 | 4.3050 USD |
| Common | RVP Transaction | 935 | 4.3050 USD |
| Common | RVP Transaction | 865 | 4.3050 USD |
| Common | RVP Transaction | 148 | 4.3100 USD |
| Common | RVP Transaction | 180 | 4.3147 USD |
| Common | RVP Transaction | 44 | 4.3150 USD |
| Common | RVP Transaction | 110 | 4.3215 USD |
| Common | RVP Transaction | 404 | 4.3221 USD |
| Common | RVP Transaction | 224 | 4.3239 USD |
| Common | RVP Transaction | 84 | 4.3348 USD |
| Common | RVP Transaction | 44 | 4.3350 USD |
| Common | RVP Transaction | 92 | 4.3450 USD |
| Common | RVP Transaction | 44 | 4.3650 USD |
| Common | RVP Transaction | 495 | 4.4000 USD |
| Common | RVP Transaction | 198 | 4.4200 USD |
| Common | Sell Transaction | 4 | 4.2800 USD |
| Common | Sell Transaction | 300 | 4.2867 USD |
| Common | Sell Transaction | 32,302 | 4.2900 USD |
| Common | Sell Transaction | 442 | 4.3000 USD |
| Common | Sell Transaction | 3,712 | 4.3003 USD |
| Common | Sell Transaction | 4,091 | 4.3041 USD |
| Common | Sell Transaction | 104 | 4.3050 USD |
| Common | Sell Transaction | 800 | 4.3063 USD |
| Common | Sell Transaction | 9,272 | 4.3085 USD |
| Common | Sell Transaction | 1,200 | 4.3087 USD |
| Common | Sell Transaction | 10 | 4.3090 USD |
| Common | Sell Transaction | 6,980 | 4.3100 USD |
| Common | Sell Transaction | 3,461 | 4.3101 USD |
| Common | Sell Transaction | 3,845 | 4.3103 USD |
| Common | Sell Transaction | 1,637 | 4.3112 USD |
| Common | Sell Transaction | 3 | 4.3115 USD |
| Common | Sell Transaction | 1,147 | 4.3126 USD |
| Common | Sell Transaction | 216 | 4.3135 USD |
| Common | Sell Transaction | 4,386 | 4.3141 USD |
| Common | Sell Transaction | 940 | 4.3150 USD |
| Common | Sell Transaction | 161 | 4.3150 USD |
| Common | Sell Transaction | 226 | 4.3159 USD |
| Common | Sell Transaction | 148 | 4.3162 USD |
| Common | Sell Transaction | 1,387 | 4.3173 USD |
| Common | Sell Transaction | 830 | 4.3173 USD |
| Common | Sell Transaction | 400 | 4.3175 USD |
| Common | Sell Transaction | 74 | 4.3176 USD |
| Common | Sell Transaction | 876 | 4.3180 USD |
| Common | Sell Transaction | 578 | 4.3189 USD |
| Common | Sell Transaction | 1,159 | 4.3190 USD |
| Common | Sell Transaction | 9,926 | 4.3190 USD |
| Common | Sell Transaction | 32 | 4.3191 USD |
| Common | Sell Transaction | 379 | 4.3200 USD |
| Common | Sell Transaction | 571 | 4.3220 USD |
| Common | Sell Transaction | 1,813 | 4.3223 USD |
| Common | Sell Transaction | 2,661 | 4.3228 USD |
| Common | Sell Transaction | 113 | 4.3241 USD |
| Common | Sell Transaction | 446 | 4.3250 USD |
| Common | Sell Transaction | 200 | 4.3250 USD |
| Common | Sell Transaction | 106 | 4.3268 USD |
| Common | Sell Transaction | 481 | 4.3274 USD |
| Common | Sell Transaction | 2,336 | 4.3279 USD |
| Common | Sell Transaction | 204 | 4.3300 USD |
| Common | Sell Transaction | 38,499 | 4.3303 USD |
| Common | Sell Transaction | 300 | 4.3308 USD |
| Common | Sell Transaction | 276 | 4.3309 USD |
| Common | Sell Transaction | 140 | 4.3330 USD |
| Common | Sell Transaction | 250 | 4.3361 USD |
| Common | Sell Transaction | 20 | 4.3370 USD |
| Common | Sell Transaction | 4,266 | 4.3388 USD |
| Common | Sell Transaction | 15 | 4.3393 USD |
| Common | Sell Transaction | 16,199 | 4.3400 USD |
| Common | Sell Transaction | 824 | 4.3418 USD |
| Common | Sell Transaction | 16 | 4.3431 USD |
| Common | Sell Transaction | 200 | 4.3450 USD |
| Common | Sell Transaction | 507 | 4.3500 USD |
| Common | Sell Transaction | 2,542 | 4.3518 USD |
| Common | Sell Transaction | 2,323 | 4.3526 USD |
| Common | Sell Transaction | 601 | 4.3583 USD |
| Common | Sell Transaction | 200 | 4.3700 USD |
| Common | Sell Transaction | 2,000 | 4.3742 USD |
| Common | Sell Transaction | 211 | 4.3800 USD |
| Common | Sell Transaction | 706 | 4.3900 USD |
| Common | Sell Transaction | 5 | 4.3920 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 | 927 | 4.2850 USD |
| Common | CFD | Reducing long position | 1,737 | 4.3046 USD |
| Common | CFD | Reducing long position | 9,754 | 4.3275 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 | Put Option | Buy Transaction | 16 | 7.0000 USD | American | 2025-Oct-17 | 2.7900 USD |
| Common | Put Option | Buy Transaction | 1 | 7.0000 USD | American | 2025-Oct-17 | 2.8900 USD |
| Common | Call Option | DVP Transaction | 7 | 10.0000 USD | American | 2026-Jul-17 | 0.2500 USD |
| Common | Call Option | DVP Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.4700 USD |
| Common | Put Option | DVP Transaction | 17 | 7.0000 USD | American | 2025-Oct-17 | 2.7100 USD |
| Common | Put Option | DVP Transaction | 4 | 7.0000 USD | American | 2025-Oct-17 | 2.7900 USD |
| Common | Put Option | DVP Transaction | 13 | 7.0000 USD | American | 2025-Oct-17 | 2.7977 USD |
| Common | Call Option | RVP Transaction | 7 | 10.0000 USD | American | 2026-Jul-17 | 0.2500 USD |
| Common | Call Option | RVP Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.4700 USD |
| Common | Put Option | RVP Transaction | 17 | 7.0000 USD | American | 2025-Oct-17 | 2.7100 USD |
| Common | Put Option | RVP Transaction | 17 | 7.0000 USD | American | 2025-Oct-17 | 2.7959 USD |
| Common | Call Option | Sell Transaction | 10 | 5.0000 USD | American | 2025-Oct-17 | 0.4700 USD |
| Common | Put Option | Sell Transaction | 17 | 7.0000 USD | American | 2025-Oct-17 | 2.7100 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: | 5 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 | -300 | 5.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -7,200 | 3.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -6,000 | 4.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 1,000 | 6.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 2,000 | 7.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 2,600 | 10.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -8,000 | 4.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 256,200 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 9,200 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Purchased | -1,300 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Purchased | 13,900 | 4.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -8,500 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -2,000 | 5.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Sold | 100 | 3.0 USD
| American
| 20/06/2025
|
| Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -96,400 | 5.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Sold | 98,900 | 8.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Sold | 3,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -1,800 | 4.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
| Common | Call Option | Sold | -645,600 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -36,000 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -400 | 3.0 USD
| American
| 17/07/2026
|
| 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 | -300 | 6.0 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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