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 | 24 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: | 1,891,405 | 1.59 | 202,644 | 0.17 |
| (2) Cash-settled derivatives:
| 430,204 | 0.36 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 978,900 | 0.82 | 1,181,000 | 0.99 |
|
TOTAL: | 3,300,509 | 2.78 | 1,383,644 | 1.16 |
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 | 4.1400 USD |
| Common | Buy Transaction | 4,835 | 4.1600 USD |
| Common | Buy Transaction | 201 | 4.1607 USD |
| Common | Buy Transaction | 1,100 | 4.1618 USD |
| Common | Buy Transaction | 110 | 4.1650 USD |
| Common | Buy Transaction | 577 | 4.1678 USD |
| Common | Buy Transaction | 4,511 | 4.1682 USD |
| Common | Buy Transaction | 1,100 | 4.1718 USD |
| Common | Buy Transaction | 22,442 | 4.1743 USD |
| Common | Buy Transaction | 319 | 4.1749 USD |
| Common | Buy Transaction | 8,707 | 4.1750 USD |
| Common | Buy Transaction | 10,892 | 4.1759 USD |
| Common | Buy Transaction | 4,335 | 4.1761 USD |
| Common | Buy Transaction | 1,252 | 4.1787 USD |
| Common | Buy Transaction | 512 | 4.1787 USD |
| Common | Buy Transaction | 10,808 | 4.1800 USD |
| Common | Buy Transaction | 10,301 | 4.1800 USD |
| Common | Buy Transaction | 504 | 4.1809 USD |
| Common | Buy Transaction | 363 | 4.1810 USD |
| Common | Buy Transaction | 1,237 | 4.1823 USD |
| Common | Buy Transaction | 22 | 4.1850 USD |
| Common | Buy Transaction | 448 | 4.1854 USD |
| Common | Buy Transaction | 500 | 4.1855 USD |
| Common | Buy Transaction | 600 | 4.1867 USD |
| Common | Buy Transaction | 6,225 | 4.1868 USD |
| Common | Buy Transaction | 1 | 4.1878 USD |
| Common | Buy Transaction | 2,049 | 4.1882 USD |
| Common | Buy Transaction | 1,195 | 4.1897 USD |
| Common | Buy Transaction | 46,612 | 4.1900 USD |
| Common | Buy Transaction | 1 | 4.1903 USD |
| Common | Buy Transaction | 1,167 | 4.1905 USD |
| Common | Buy Transaction | 10 | 4.1950 USD |
| Common | Buy Transaction | 412 | 4.1979 USD |
| Common | Buy Transaction | 727 | 4.1985 USD |
| Common | Buy Transaction | 700 | 4.1986 USD |
| Common | Buy Transaction | 1,355 | 4.1991 USD |
| Common | Buy Transaction | 418 | 4.2000 USD |
| Common | Buy Transaction | 911 | 4.2001 USD |
| Common | Buy Transaction | 6,017 | 4.2003 USD |
| Common | Buy Transaction | 842 | 4.2007 USD |
| Common | Buy Transaction | 578 | 4.2015 USD |
| Common | Buy Transaction | 1,800 | 4.2017 USD |
| Common | Buy Transaction | 41 | 4.2024 USD |
| Common | Buy Transaction | 900 | 4.2033 USD |
| Common | Buy Transaction | 5,225 | 4.2036 USD |
| Common | Buy Transaction | 1,400 | 4.2036 USD |
| Common | Buy Transaction | 1,627 | 4.2040 USD |
| Common | Buy Transaction | 860 | 4.2047 USD |
| Common | Buy Transaction | 504 | 4.2050 USD |
| Common | Buy Transaction | 500 | 4.2060 USD |
| Common | Buy Transaction | 1,239 | 4.2062 USD |
| Common | Buy Transaction | 300 | 4.2067 USD |
| Common | Buy Transaction | 11,475 | 4.2067 USD |
| Common | Buy Transaction | 1,500 | 4.2093 USD |
| Common | Buy Transaction | 4,202 | 4.2100 USD |
| Common | Buy Transaction | 81 | 4.2102 USD |
| Common | Buy Transaction | 28 | 4.2111 USD |
| Common | Buy Transaction | 903 | 4.2133 USD |
| Common | Buy Transaction | 1,000 | 4.2150 USD |
| Common | Buy Transaction | 900 | 4.2172 USD |
| Common | Buy Transaction | 500 | 4.2200 USD |
| Common | Buy Transaction | 412 | 4.2203 USD |
| Common | Buy Transaction | 67,292 | 4.2205 USD |
| Common | Buy Transaction | 8,358 | 4.2273 USD |
| Common | Buy Transaction | 15,672 | 4.2292 USD |
| Common | Buy Transaction | 7 | 4.2300 USD |
| Common | Buy Transaction | 14,176 | 4.2324 USD |
| Common | Buy Transaction | 1,819 | 4.2330 USD |
| Common | Buy Transaction | 508 | 4.2338 USD |
| Common | Buy Transaction | 8,104 | 4.2378 USD |
| Common | Buy Transaction | 10,153 | 4.2407 USD |
| Common | Buy Transaction | 7,880 | 4.2500 USD |
| Common | Buy Transaction | 15 | 4.2553 USD |
| Common | Buy Transaction | 2,407 | 4.2583 USD |
| Common | Buy Transaction | 192 | 4.2700 USD |
| Common | DVP Transaction | 1,295 | 4.1800 USD |
| Common | DVP Transaction | 50,102 | 4.1900 USD |
| Common | DVP Transaction | 15 | 4.2550 USD |
| Common | RVP Transaction | 1,295 | 4.1800 USD |
| Common | RVP Transaction | 50,102 | 4.1900 USD |
| Common | RVP Transaction | 15 | 4.2550 USD |
| Common | Sell Transaction | 312 | 4.1600 USD |
| Common | Sell Transaction | 24,478 | 4.1700 USD |
| Common | Sell Transaction | 29 | 4.1755 USD |
| Common | Sell Transaction | 377 | 4.1782 USD |
| Common | Sell Transaction | 335 | 4.1792 USD |
| Common | Sell Transaction | 20,770 | 4.1800 USD |
| Common | Sell Transaction | 306 | 4.1853 USD |
| Common | Sell Transaction | 10 | 4.1890 USD |
| Common | Sell Transaction | 53,175 | 4.1900 USD |
| Common | Sell Transaction | 377 | 4.1928 USD |
| Common | Sell Transaction | 672 | 4.1977 USD |
| Common | Sell Transaction | 351 | 4.1988 USD |
| Common | Sell Transaction | 1,000 | 4.1989 USD |
| Common | Sell Transaction | 500 | 4.1990 USD |
| Common | Sell Transaction | 22,438 | 4.1994 USD |
| Common | Sell Transaction | 54 | 4.2000 USD |
| Common | Sell Transaction | 3,300 | 4.2008 USD |
| Common | Sell Transaction | 213 | 4.2027 USD |
| Common | Sell Transaction | 5,934 | 4.2028 USD |
| Common | Sell Transaction | 500 | 4.2040 USD |
| Common | Sell Transaction | 1 | 4.2057 USD |
| Common | Sell Transaction | 507 | 4.2059 USD |
| Common | Sell Transaction | 417 | 4.2070 USD |
| Common | Sell Transaction | 11 | 4.2091 USD |
| Common | Sell Transaction | 91 | 4.2093 USD |
| Common | Sell Transaction | 3,171 | 4.2099 USD |
| Common | Sell Transaction | 5,819 | 4.2100 USD |
| Common | Sell Transaction | 3,946 | 4.2122 USD |
| Common | Sell Transaction | 391 | 4.2123 USD |
| Common | Sell Transaction | 462 | 4.2124 USD |
| Common | Sell Transaction | 790 | 4.2125 USD |
| Common | Sell Transaction | 16,711 | 4.2143 USD |
| Common | Sell Transaction | 2,605 | 4.2144 USD |
| Common | Sell Transaction | 544 | 4.2150 USD |
| Common | Sell Transaction | 2,446 | 4.2151 USD |
| Common | Sell Transaction | 512 | 4.2156 USD |
| Common | Sell Transaction | 1,614 | 4.2158 USD |
| Common | Sell Transaction | 300 | 4.2167 USD |
| Common | Sell Transaction | 1,976 | 4.2173 USD |
| Common | Sell Transaction | 59,504 | 4.2175 USD |
| Common | Sell Transaction | 1,074 | 4.2180 USD |
| Common | Sell Transaction | 488 | 4.2184 USD |
| Common | Sell Transaction | 1,188 | 4.2193 USD |
| Common | Sell Transaction | 1,418 | 4.2200 USD |
| Common | Sell Transaction | 505 | 4.2203 USD |
| Common | Sell Transaction | 1,627 | 4.2212 USD |
| Common | Sell Transaction | 681 | 4.2212 USD |
| Common | Sell Transaction | 900 | 4.2244 USD |
| Common | Sell Transaction | 10 | 4.2250 USD |
| Common | Sell Transaction | 376 | 4.2260 USD |
| Common | Sell Transaction | 300 | 4.2267 USD |
| Common | Sell Transaction | 1,517 | 4.2268 USD |
| Common | Sell Transaction | 666 | 4.2285 USD |
| Common | Sell Transaction | 110 | 4.2300 USD |
| Common | Sell Transaction | 23,600 | 4.2314 USD |
| Common | Sell Transaction | 3,600 | 4.2344 USD |
| Common | Sell Transaction | 300 | 4.2350 USD |
| Common | Sell Transaction | 207 | 4.2358 USD |
| Common | Sell Transaction | 641 | 4.2360 USD |
| Common | Sell Transaction | 376 | 4.2366 USD |
| Common | Sell Transaction | 369 | 4.2398 USD |
| Common | Sell Transaction | 399 | 4.2488 USD |
| Common | Sell Transaction | 101 | 4.2499 USD |
| Common | Sell Transaction | 119 | 4.2500 USD |
| Common | Sell Transaction | 343 | 4.2542 USD |
| Common | Sell Transaction | 49 | 4.2563 USD |
| Common | Sell Transaction | 1,208 | 4.2600 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 | 4,300 | 4.2014 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 | 42 | 3.0000 USD | American | 2025-Aug-15 | 0.0500 USD |
| Common | Call Option | Buy Transaction | 6 | 5.0000 USD | American | 2025-Jul-18 | 0.0700 USD |
| Common | Put Option | Buy Transaction | 1 | 3.0000 USD | American | 2026-Jan-16 | 0.2400 USD |
| Common | Put Option | Buy Transaction | 3 | 4.0000 USD | American | 2025-Aug-15 | 0.3000 USD |
| Common | Call Option | DVP Transaction | 6 | 5.0000 USD | American | 2025-Jul-18 | 0.0700 USD |
| Common | Put Option | DVP Transaction | 2 | 3.0000 USD | American | 2026-Jan-16 | 0.2400 USD |
| Common | Put Option | DVP Transaction | 3 | 4.0000 USD | American | 2025-Aug-15 | 0.3000 USD |
| Common | Call Option | RVP Transaction | 6 | 5.0000 USD | American | 2025-Jul-18 | 0.0700 USD |
| Common | Put Option | RVP Transaction | 2 | 3.0000 USD | American | 2026-Jan-16 | 0.2400 USD |
| Common | Put Option | RVP Transaction | 3 | 4.0000 USD | American | 2025-Aug-15 | 0.3000 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: | 25 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 | 2,600 | 10.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -700 | 6.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 9,100 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -300 | 4.0 USD
| American
| 15/08/2025
|
| Common | Put Option | Purchased | -13,100 | 3.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 255,900 | 6.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -7,200 | 3.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Purchased | 14,100 | 4.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -6,500 | 4.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Purchased | -200 | 6.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -201,600 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
| Common | Put Option | Purchased | -4,200 | 3.0 USD
| American
| 15/08/2025
|
| Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -97,400 | 5.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
| Common | Put Option | Sold | 91,500 | 5.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -300 | 6.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -36,000 | 5.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -643,200 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -117,900 | 7.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/07/2025
|
| Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
| Common | Call Option | Sold | -9,700 | 4.0 USD
| American
| 18/07/2025
|
| Common | Put Option | Sold | 3,100 | 3.0 USD
| American
| 17/10/2025
|
| Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
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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