| FORM 8.5 (EPT/NON-RI) | |||||||
| PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||||
| EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||||
| (OR WHERE RI STATUS IS NOT APPLICABLE) | |||||||
| Rule 8.5 of the Takeover Code (the "Code") | |||||||
| 1. | KEY INFORMATION | ||||||
| (a) | Name of exempt principal trader: |
| BARCLAYS CAPITAL SECURITIES LTD | ||||
| (b) | Name of offeror/offeree in relation to whose |
| DOWLAIS GROUP PLC | ||||
|
| relevant securities this form relates: |
| |||||
| (c) | Name of the party to the offer with which exempt | DOWLAIS GROUP PLC | |||||
|
| principal trader is connected |
|
| ||||
| (d) | Date position held/dealing undertaken: |
| 25 Jun 2025 | ||||
| (e) | In addition to the company in 1(b) above, is the exempt principal | YES: |
|
| |||
|
| trader making disclosures in respect of any other party to the offer? | AMERICAN AXLE & MANUFACTURING HOLDINGS INC |
| ||||
| 2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
| (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: | 1p ordinary | ||||||
|
| Interests | Short Positions | |||||
|
| Number | (%) | Number | (%) | |||
| (1) | Relevant securities owned |
|
|
|
| ||
|
| and/or controlled: |
|
| 48,669,336 | 3.70% | 1,221,968 | 0.09% |
| (2) | Cash-settled derivatives: |
|
|
|
| ||
|
| and/or controlled: |
|
| 879,873 | 0.07% | 48,245,597 | 3.66% |
| (3) | Stock-settled derivatives (including options) |
|
|
|
| ||
|
| and agreements to purchase/sell: |
|
| 0 | 0.00% | 0 | 0.00% |
|
|
|
|
|
|
|
|
|
|
| TOTAL: |
|
| 49,549,209 | 3.76% | 49,467,565 | 3.76% |
| (b) | Rights to subscribe for new securities (including directors and other executive |
| |||||
|
| options) |
|
|
|
|
|
|
| Class of relevant security in relation to |
|
|
|
| |||
| which subscription right exists |
|
|
|
| |||
| Details, including nature of the rights |
|
|
|
| |||
| concerned and relevant percentages: |
|
|
|
| |||
| 3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Purchases and sales |
|
|
|
|
| |
| Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||
| security |
| securities | paid/received | paid/received | |||
| 1p ordinary | Purchase | 871,654 | 0.6719 GBP | 0.6643 GBP | |||
| 1p ordinary | Sale | 379,311 | 0.6709 GBP | 0.6639 GBP | |||
|
|
|
|
|
|
|
|
|
| (b) | Cash-settled derivative transactions |
| |||||
| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description |
| reference | unit | |||
| security |
|
| securities |
| |||
| 1p ordinary | SWAP | Decreasing Short | 1,497 | 0.6639 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 6,002 | 0.6652 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 2,006 | 0.6659 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 7,694 | 0.6663 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 11,593 | 0.6672 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 3,757 | 0.6678 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 7,512 | 0.6684 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 27,280 | 0.6685 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 4,035 | 0.6686 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 6,258 | 0.6691 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 7,793 | 0.6701 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 11,298 | 0.6703 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 1,280 | 0.6709 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 983 | 0.6656 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,497 | 0.6670 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 9,952 | 0.6680 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,263 | 0.6681 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 29,207 | 0.6685 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 23,272 | 0.6686 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 8,114 | 0.6690 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 964 | 0.6691 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 56,773 | 0.6698 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 5,209 | 0.6700 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,461 | 0.6701 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 52,932 | 0.6702 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 53,368 | 0.6703 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 24,407 | 0.6704 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,507 | 0.6717 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 328,735 | 0.6719 GBP | |||
|
|
|
|
|
|
|
|
|
| (c) | Stock-settled derivative transactions (including options) |
| |||||
| (i) | Writing, selling, purchasing or varying |
| |||||
| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price |
| date | money |
| relevant |
| selling, | securities | per unit |
|
| paid/ |
| security |
| varying etc | to which |
|
|
| received |
|
|
|
| option |
|
|
| per unit |
|
|
|
| relates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (ii) | Exercising |
|
|
|
|
|
|
| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security |
|
| securities | unit | |||
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| (d) | Other dealings (including subscribing for new securities) |
| |||||
| Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
| security |
|
| applicable) | ||||
|
|
|
|
| ||||
| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings 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 exempt principal trader making the disclosure and any party |
| ||||||
| to the offer or any person acting in concert with a party to the offer: |
|
|
| ||||
| NONE | |||||||
| (b) | Agreements, arrangements or understandings relating to options or derivatives |
| |||||
| Details of any agreement, arrangement or understanding, formal or informal, between |
|
| |||||
| the exempt principal trader 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 of future acquisition or disposal of any relevant securities to which |
|
| |||||
| any derivative is referenced: |
|
|
|
|
|
| |
| NONE | |||||||
| (c) | Attachments |
|
|
|
|
|
|
| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
| Date of disclosure: | 26 Jun 2025 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.