RNS Number : 2030O
Citadel Group
24 June 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

23 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:

1,891,946

1.59

248,410

0.20

(2) Cash-settled derivatives:

 

434,504

0.36

0

0.00

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

978,900

0.82

1,177,000

0.99

 

     TOTAL:

3,305,350

2.78

1,425,410

1.20

 

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

1,293

3.9799 USD

Common

Buy Transaction

432

3.9800 USD

Common

Buy Transaction

4,241

3.9838 USD

Common

Buy Transaction

300

3.9900 USD

Common

Buy Transaction

7,371

3.9912 USD

Common

Buy Transaction

152

3.9947 USD

Common

Buy Transaction

3,914

3.9957 USD

Common

Buy Transaction

274

4.0000 USD

Common

Buy Transaction

1,200

4.0010 USD

Common

Buy Transaction

1,509

4.0045 USD

Common

Buy Transaction

4,394

4.0059 USD

Common

Buy Transaction

110

4.0100 USD

Common

Buy Transaction

4,374

4.0182 USD

Common

Buy Transaction

193,796

4.0200 USD

Common

Buy Transaction

4,894

4.0214 USD

Common

Buy Transaction

293

4.0260 USD

Common

Buy Transaction

143,882

4.0278 USD

Common

Buy Transaction

2,106

4.0287 USD

Common

Buy Transaction

1,995

4.0287 USD

Common

Buy Transaction

192

4.0300 USD

Common

Buy Transaction

25

4.0320 USD

Common

Buy Transaction

2,200

4.0334 USD

Common

Buy Transaction

500

4.0340 USD

Common

Buy Transaction

200

4.0350 USD

Common

Buy Transaction

29,319

4.0393 USD

Common

Buy Transaction

40,594

4.0414 USD

Common

Buy Transaction

242

4.0417 USD

Common

Buy Transaction

800

4.0425 USD

Common

Buy Transaction

2,940

4.0441 USD

Common

Buy Transaction

6,100

4.0450 USD

Common

Buy Transaction

3,037

4.0472 USD

Common

Buy Transaction

890

4.0498 USD

Common

Buy Transaction

1,280

4.0503 USD

Common

Buy Transaction

35

4.0517 USD

Common

Buy Transaction

880

4.0523 USD

Common

Buy Transaction

688

4.0537 USD

Common

Buy Transaction

1

4.0538 USD

Common

Buy Transaction

339

4.0546 USD

Common

Buy Transaction

1,618

4.0570 USD

Common

Buy Transaction

1,542

4.0574 USD

Common

Buy Transaction

229

4.0581 USD

Common

Buy Transaction

700

4.0586 USD

Common

Buy Transaction

2,085

4.0591 USD

Common

Buy Transaction

645

4.0597 USD

Common

Buy Transaction

180

4.0622 USD

Common

Buy Transaction

60

4.0633 USD

Common

Buy Transaction

444

4.0641 USD

Common

Buy Transaction

465

4.0652 USD

Common

Buy Transaction

1,000

4.0660 USD

Common

Buy Transaction

830

4.0689 USD

Common

Buy Transaction

2,000

4.0695 USD

Common

Buy Transaction

620

4.0703 USD

Common

Buy Transaction

893

4.0708 USD

Common

Buy Transaction

432

4.0719 USD

Common

Buy Transaction

200

4.0750 USD

Common

Buy Transaction

1,257

4.0755 USD

Common

Buy Transaction

442

4.0764 USD

Common

Buy Transaction

923

4.0774 USD

Common

Buy Transaction

1,432

4.0778 USD

Common

Buy Transaction

7,131

4.0778 USD

Common

Buy Transaction

2,524

4.0779 USD

Common

Buy Transaction

9,520

4.0785 USD

Common

Buy Transaction

2,789

4.0800 USD

Common

Buy Transaction

1,234

4.0823 USD

Common

Buy Transaction

174

4.0840 USD

Common

Buy Transaction

4,634

4.0876 USD

Common

Buy Transaction

2,445

4.0880 USD

Common

Buy Transaction

4,782

4.0900 USD

Common

Buy Transaction

562

4.0910 USD

Common

Buy Transaction

1,095

4.0910 USD

Common

Buy Transaction

4,970

4.0913 USD

Common

Buy Transaction

1,741

4.0919 USD

Common

Buy Transaction

644

4.0921 USD

Common

Buy Transaction

1

4.0937 USD

Common

Buy Transaction

52

4.0944 USD

Common

Buy Transaction

1,100

4.0945 USD

Common

Buy Transaction

4,354

4.0950 USD

Common

Buy Transaction

315

4.0950 USD

Common

Buy Transaction

5,942

4.0952 USD

Common

Buy Transaction

130

4.0954 USD

Common

Buy Transaction

1,020

4.0980 USD

Common

Buy Transaction

2,300

4.0983 USD

Common

Buy Transaction

2,674

4.0989 USD

Common

Buy Transaction

1,706

4.0990 USD

Common

Buy Transaction

79,177

4.1000 USD

Common

Buy Transaction

600

4.1017 USD

Common

Buy Transaction

1,450

4.1050 USD

Common

Buy Transaction

252

4.1100 USD

Common

DVP Transaction

96

3.9900 USD

Common

DVP Transaction

308

4.0258 USD

Common

DVP Transaction

3

4.0300 USD

Common

DVP Transaction

66

4.0303 USD

Common

DVP Transaction

605

4.0374 USD

Common

DVP Transaction

388

4.0381 USD

Common

DVP Transaction

292

4.0386 USD

Common

DVP Transaction

591

4.0391 USD

Common

DVP Transaction

300

4.0450 USD

Common

DVP Transaction

392

4.0554 USD

Common

DVP Transaction

1,109

4.0600 USD

Common

DVP Transaction

392

4.0602 USD

Common

DVP Transaction

784

4.0637 USD

Common

DVP Transaction

100

4.0650 USD

Common

DVP Transaction

587

4.0724 USD

Common

DVP Transaction

353

4.0740 USD

Common

DVP Transaction

1,137

4.0755 USD

Common

DVP Transaction

578

4.0755 USD

Common

DVP Transaction

15

4.0800 USD

Common

DVP Transaction

12

4.0850 USD

Common

DVP Transaction

7

4.0857 USD

Common

DVP Transaction

10

4.0860 USD

Common

DVP Transaction

3

4.0867 USD

Common

DVP Transaction

33

4.0900 USD

Common

DVP Transaction

72,723

4.1000 USD

Common

DVP Transaction

2,917

4.1100 USD

Common

DVP Transaction

1

4.1300 USD

Common

RVP Transaction

68

4.0309 USD

Common

RVP Transaction

7,466

4.0560 USD

Common

RVP Transaction

45

4.0650 USD

Common

RVP Transaction

435

4.0750 USD

Common

RVP Transaction

65

4.0800 USD

Common

RVP Transaction

60

4.0850 USD

Common

RVP Transaction

21

4.0862 USD

Common

RVP Transaction

72,723

4.1000 USD

Common

RVP Transaction

521

4.1098 USD

Common

RVP Transaction

2,397

4.1100 USD

Common

RVP Transaction

1

4.1300 USD

Common

Sell Transaction

140

3.9600 USD

Common

Sell Transaction

1,300

3.9614 USD

Common

Sell Transaction

3,145

3.9639 USD

Common

Sell Transaction

78,062

3.9739 USD

Common

Sell Transaction

4,431

3.9771 USD

Common

Sell Transaction

482

3.9799 USD

Common

Sell Transaction

1,293

3.9799 USD

Common

Sell Transaction

1,293

3.9799 USD

Common

Sell Transaction

12,518

3.9800 USD

Common

Sell Transaction

0

3.9810 USD

Common

Sell Transaction

3,878

3.9822 USD

Common

Sell Transaction

188

3.9853 USD

Common

Sell Transaction

3,077

3.9856 USD

Common

Sell Transaction

1,017

3.9872 USD

Common

Sell Transaction

259

3.9878 USD

Common

Sell Transaction

2,010

3.9889 USD

Common

Sell Transaction

3,615

3.9897 USD

Common

Sell Transaction

14,189

3.9900 USD

Common

Sell Transaction

24,757

3.9946 USD

Common

Sell Transaction

301

3.9950 USD

Common

Sell Transaction

1,492

3.9969 USD

Common

Sell Transaction

1,000

3.9992 USD

Common

Sell Transaction

1,058

4.0000 USD

Common

Sell Transaction

7

4.0186 USD

Common

Sell Transaction

30,600

4.0200 USD

Common

Sell Transaction

7,520

4.0300 USD

Common

Sell Transaction

1,148

4.0400 USD

Common

Sell Transaction

6,079

4.0431 USD

Common

Sell Transaction

122

4.0450 USD

Common

Sell Transaction

4,700

4.0463 USD

Common

Sell Transaction

14,661

4.0474 USD

Common

Sell Transaction

500

4.0480 USD

Common

Sell Transaction

2,520

4.0500 USD

Common

Sell Transaction

3,448

4.0513 USD

Common

Sell Transaction

12,009

4.0518 USD

Common

Sell Transaction

18,532

4.0552 USD

Common

Sell Transaction

300

4.0567 USD

Common

Sell Transaction

8,512

4.0574 USD

Common

Sell Transaction

515

4.0586 USD

Common

Sell Transaction

1,102

4.0600 USD

Common

Sell Transaction

551

4.0644 USD

Common

Sell Transaction

45

4.0653 USD

Common

Sell Transaction

740

4.0655 USD

Common

Sell Transaction

1,120

4.0660 USD

Common

Sell Transaction

79,074

4.0665 USD

Common

Sell Transaction

24,100

4.0688 USD

Common

Sell Transaction

40

4.0700 USD

Common

Sell Transaction

1,900

4.0721 USD

Common

Sell Transaction

700

4.0729 USD

Common

Sell Transaction

210

4.0750 USD

Common

Sell Transaction

36

4.0753 USD

Common

Sell Transaction

225

4.0753 USD

Common

Sell Transaction

2,078

4.0760 USD

Common

Sell Transaction

236

4.0766 USD

Common

Sell Transaction

400

4.0775 USD

Common

Sell Transaction

1,869

4.0781 USD

Common

Sell Transaction

1,793

4.0799 USD

Common

Sell Transaction

4,656

4.0800 USD

Common

Sell Transaction

448

4.0816 USD

Common

Sell Transaction

6,296

4.0817 USD

Common

Sell Transaction

5,407

4.0823 USD

Common

Sell Transaction

2

4.0825 USD

Common

Sell Transaction

914

4.0831 USD

Common

Sell Transaction

1,000

4.0840 USD

Common

Sell Transaction

100

4.0850 USD

Common

Sell Transaction

15

4.0853 USD

Common

Sell Transaction

2,188

4.0864 USD

Common

Sell Transaction

3,600

4.0867 USD

Common

Sell Transaction

1,400

4.0871 USD

Common

Sell Transaction

1,037

4.0879 USD

Common

Sell Transaction

604

4.0884 USD

Common

Sell Transaction

800

4.0888 USD

Common

Sell Transaction

15,957

4.0889 USD

Common

Sell Transaction

611

4.0895 USD

Common

Sell Transaction

959

4.0900 USD

Common

Sell Transaction

8,124

4.0905 USD

Common

Sell Transaction

1,000

4.0910 USD

Common

Sell Transaction

1,200

4.0917 USD

Common

Sell Transaction

909

4.0926 USD

Common

Sell Transaction

2,100

4.0950 USD

Common

Sell Transaction

1,674

4.0955 USD

Common

Sell Transaction

1,640

4.0957 USD

Common

Sell Transaction

5,555

4.0969 USD

Common

Sell Transaction

2,650

4.0971 USD

Common

Sell Transaction

2,617

4.0976 USD

Common

Sell Transaction

26

4.0992 USD

Common

Sell Transaction

40

4.0992 USD

Common

Sell Transaction

1

4.0995 USD

Common

Sell Transaction

4,242

4.0999 USD

Common

Sell Transaction

83,781

4.1000 USD

Common

Sell Transaction

234

4.1045 USD

Common

Sell Transaction

5,800

4.1050 USD

Common

Sell Transaction

759

4.1097 USD

Common

Sell Transaction

4

4.1100 USD

Common

Sell Transaction

15,837

4.1146 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

10,000

4.0359 USD

Common

CFD

Reducing long position

10,426

4.0446 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

1

4.0000 USD

American

2025-Jul-18

0.2000 USD

Common

Call Option

Buy Transaction

1

5.0000 USD

American

2025-Oct-17

0.3000 USD

Common

Put Option

DVP Transaction

1

4.0000 USD

American

2025-Jul-18

0.2000 USD

Common

Call Option

DVP Transaction

3

5.0000 USD

American

2025-Oct-17

0.3000 USD

Common

Call Option

DVP Transaction

1

5.0000 USD

American

2026-Jan-16

0.5000 USD

Common

Put Option

RVP Transaction

1

4.0000 USD

American

2025-Jul-18

0.2000 USD

Common

Call Option

RVP Transaction

3

5.0000 USD

American

2025-Oct-17

0.3000 USD

Common

Call Option

RVP Transaction

1

5.0000 USD

American

2026-Jan-16

0.5000 USD

Common

Call Option

Sell Transaction

1

5.0000 USD

American

2026-Jan-16

0.5000 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:

24 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

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

9,100

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-201,600

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-6,500

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-700

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

255,900

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

14,100

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

3,100

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-300

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-300

3.0 USD

 

American

 

17/07/2026

 

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

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-643,800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-97,400

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

91,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-9,700

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

 

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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