RNS Number : 5249R
Citadel Group
17 July 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

16 July 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:

1,861,531

1.56

12,604

0.01

(2) Cash-settled derivatives:

 

597,078

0.50

0

0.00

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

1,003,900

0.84

1,360,900

1.14

 

     TOTAL:

3,462,509

2.91

1,373,504

1.15

 

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

100

4.6450 USD

Common

Buy Transaction

100

4.6500 USD

Common

Buy Transaction

100

4.7100 USD

Common

Buy Transaction

105

4.7199 USD

Common

Buy Transaction

110

4.7200 USD

Common

Buy Transaction

1,153

4.7201 USD

Common

Buy Transaction

299

4.7205 USD

Common

Buy Transaction

121

4.7338 USD

Common

Buy Transaction

13,626

4.7380 USD

Common

Buy Transaction

160

4.7387 USD

Common

Buy Transaction

208

4.7393 USD

Common

Buy Transaction

1,000

4.7401 USD

Common

Buy Transaction

400

4.7475 USD

Common

Buy Transaction

700

4.7479 USD

Common

Buy Transaction

400

4.7488 USD

Common

Buy Transaction

1,800

4.7489 USD

Common

Buy Transaction

320

4.7490 USD

Common

Buy Transaction

11,486

4.7500 USD

Common

Buy Transaction

200

4.7503 USD

Common

Buy Transaction

381

4.7509 USD

Common

Buy Transaction

2,107

4.7517 USD

Common

Buy Transaction

600

4.7533 USD

Common

Buy Transaction

1,571

4.7540 USD

Common

Buy Transaction

1,140

4.7592 USD

Common

Buy Transaction

1,340

4.7600 USD

Common

Buy Transaction

350

4.7600 USD

Common

Buy Transaction

7

4.7614 USD

Common

Buy Transaction

164

4.7622 USD

Common

Buy Transaction

2

4.7650 USD

Common

Buy Transaction

175

4.7651 USD

Common

Buy Transaction

2,035

4.7674 USD

Common

Buy Transaction

200

4.7675 USD

Common

Buy Transaction

646

4.7700 USD

Common

Buy Transaction

1,353

4.7705 USD

Common

Buy Transaction

857

4.7709 USD

Common

Buy Transaction

500

4.7720 USD

Common

Buy Transaction

280

4.7721 USD

Common

Buy Transaction

15

4.7733 USD

Common

Buy Transaction

950

4.7743 USD

Common

Buy Transaction

15,103

4.7746 USD

Common

Buy Transaction

1,000

4.7750 USD

Common

Buy Transaction

602

4.7754 USD

Common

Buy Transaction

800

4.7763 USD

Common

Buy Transaction

2,033

4.7763 USD

Common

Buy Transaction

5,551

4.7772 USD

Common

Buy Transaction

221

4.7775 USD

Common

Buy Transaction

226

4.7777 USD

Common

Buy Transaction

700

4.7786 USD

Common

Buy Transaction

10,900

4.7800 USD

Common

Buy Transaction

4,094

4.7822 USD

Common

Buy Transaction

1,100

4.7827 USD

Common

Buy Transaction

145

4.7850 USD

Common

Buy Transaction

417

4.7853 USD

Common

Buy Transaction

663

4.7859 USD

Common

Buy Transaction

2,205

4.7875 USD

Common

Buy Transaction

61,397

4.7881 USD

Common

Buy Transaction

1,024

4.7891 USD

Common

Buy Transaction

577

4.7899 USD

Common

Buy Transaction

3,100

4.7900 USD

Common

Buy Transaction

2,058

4.7901 USD

Common

Buy Transaction

1,100

4.7909 USD

Common

Buy Transaction

416

4.7912 USD

Common

Buy Transaction

700

4.7943 USD

Common

Buy Transaction

25

4.7952 USD

Common

Buy Transaction

107

4.7957 USD

Common

Buy Transaction

1

4.7966 USD

Common

Buy Transaction

220

4.7973 USD

Common

Buy Transaction

1,000

4.7980 USD

Common

Buy Transaction

86

4.7981 USD

Common

Buy Transaction

255

4.7996 USD

Common

Buy Transaction

4,193

4.8000 USD

Common

Buy Transaction

500

4.8040 USD

Common

Buy Transaction

217

4.8040 USD

Common

Buy Transaction

21,950

4.8060 USD

Common

Buy Transaction

1,590

4.8065 USD

Common

Buy Transaction

837

4.8070 USD

Common

Buy Transaction

807

4.8100 USD

Common

Buy Transaction

2,637

4.8101 USD

Common

Buy Transaction

92

4.8111 USD

Common

Buy Transaction

400

4.8125 USD

Common

Buy Transaction

392

4.8194 USD

Common

Buy Transaction

1,390

4.8198 USD

Common

Buy Transaction

2,221

4.8236 USD

Common

Buy Transaction

1

4.8243 USD

Common

Buy Transaction

1,600

4.8300 USD

Common

Buy Transaction

238

4.8310 USD

Common

Buy Transaction

2,400

4.8342 USD

Common

Buy Transaction

1,800

4.8344 USD

Common

Buy Transaction

1

4.8397 USD

Common

Buy Transaction

49

4.8400 USD

Common

Buy Transaction

18

4.8456 USD

Common

Buy Transaction

85,967

4.8500 USD

Common

Buy Transaction

1

4.9000 USD

Common

Buy Transaction

6,072

4.8500 USD

Common

Buy Transaction

1,152

4.8500 USD

Common

Buy Transaction

3,780

4.8500 USD

Common

Buy Transaction

2,214

4.8500 USD

Common

Sell Transaction

841

4.8500 USD

Common

Sell Transaction

6,802

4.8500 USD

Common

DVP Transaction

700

4.6500 USD

Common

DVP Transaction

918

4.6581 USD

Common

DVP Transaction

200

4.6700 USD

Common

DVP Transaction

200

4.7200 USD

Common

DVP Transaction

1

4.7600 USD

Common

DVP Transaction

1

4.7700 USD

Common

DVP Transaction

2

4.7800 USD

Common

DVP Transaction

808

4.8200 USD

Common

DVP Transaction

2,018

4.8360 USD

Common

DVP Transaction

64,804

4.8500 USD

Common

DVP Transaction

5,804

4.8550 USD

Common

DVP Transaction

395

4.8550 USD

Common

DVP Transaction

1,650

4.8550 USD

Common

DVP Transaction

231

4.8550 USD

Common

DVP Transaction

125

4.8550 USD

Common

DVP Transaction

113

4.8550 USD

Common

RVP Transaction

2,018

4.6626 USD

Common

RVP Transaction

3

4.7700 USD

Common

RVP Transaction

1

4.7800 USD

Common

RVP Transaction

2,018

4.8360 USD

Common

RVP Transaction

2,903

4.8417 USD

Common

RVP Transaction

62,709

4.8500 USD

Common

RVP Transaction

464

4.8550 USD

Common

RVP Transaction

5,034

4.8550 USD

Common

RVP Transaction

395

4.8550 USD

Common

RVP Transaction

2,425

4.8550 USD

Common

Sell Transaction

1,200

4.7195 USD

Common

Sell Transaction

1,470

4.7283 USD

Common

Sell Transaction

496

4.7300 USD

Common

Sell Transaction

680

4.7335 USD

Common

Sell Transaction

100

4.7350 USD

Common

Sell Transaction

416

4.7393 USD

Common

Sell Transaction

929

4.7400 USD

Common

Sell Transaction

32,478

4.7495 USD

Common

Sell Transaction

9,090

4.7497 USD

Common

Sell Transaction

403

4.7499 USD

Common

Sell Transaction

2,251

4.7499 USD

Common

Sell Transaction

100

4.7500 USD

Common

Sell Transaction

70

4.7591 USD

Common

Sell Transaction

17

4.7600 USD

Common

Sell Transaction

200

4.7602 USD

Common

Sell Transaction

4,600

4.7642 USD

Common

Sell Transaction

12,326

4.7643 USD

Common

Sell Transaction

5,379

4.7653 USD

Common

Sell Transaction

324

4.7654 USD

Common

Sell Transaction

360

4.7668 USD

Common

Sell Transaction

7

4.7671 USD

Common

Sell Transaction

781

4.7672 USD

Common

Sell Transaction

105

4.7691 USD

Common

Sell Transaction

194

4.7700 USD

Common

Sell Transaction

182

4.7715 USD

Common

Sell Transaction

168

4.7719 USD

Common

Sell Transaction

233

4.7729 USD

Common

Sell Transaction

15,103

4.7746 USD

Common

Sell Transaction

113

4.7759 USD

Common

Sell Transaction

59,810

4.7770 USD

Common

Sell Transaction

600

4.7783 USD

Common

Sell Transaction

11,667

4.7794 USD

Common

Sell Transaction

1,760

4.7800 USD

Common

Sell Transaction

2,000

4.7805 USD

Common

Sell Transaction

1,325

4.7812 USD

Common

Sell Transaction

346

4.7835 USD

Common

Sell Transaction

2,201

4.7850 USD

Common

Sell Transaction

560

4.7851 USD

Common

Sell Transaction

1,607

4.7860 USD

Common

Sell Transaction

500

4.7880 USD

Common

Sell Transaction

199

4.7881 USD

Common

Sell Transaction

331

4.7882 USD

Common

Sell Transaction

974

4.7900 USD

Common

Sell Transaction

208

4.7912 USD

Common

Sell Transaction

2,000

4.7925 USD

Common

Sell Transaction

947

4.7929 USD

Common

Sell Transaction

234

4.7936 USD

Common

Sell Transaction

4,104

4.7941 USD

Common

Sell Transaction

3,161

4.7943 USD

Common

Sell Transaction

371

4.7943 USD

Common

Sell Transaction

850

4.7946 USD

Common

Sell Transaction

1,618

4.7949 USD

Common

Sell Transaction

2

4.7950 USD

Common

Sell Transaction

251

4.7959 USD

Common

Sell Transaction

3,259

4.7964 USD

Common

Sell Transaction

1,501

4.7973 USD

Common

Sell Transaction

930

4.7977 USD

Common

Sell Transaction

81

4.7998 USD

Common

Sell Transaction

7,553

4.8000 USD

Common

Sell Transaction

3,797

4.8001 USD

Common

Sell Transaction

556

4.8004 USD

Common

Sell Transaction

1,000

4.8020 USD

Common

Sell Transaction

793

4.8045 USD

Common

Sell Transaction

128

4.8046 USD

Common

Sell Transaction

20,124

4.8047 USD

Common

Sell Transaction

226

4.8065 USD

Common

Sell Transaction

500

4.8070 USD

Common

Sell Transaction

991

4.8077 USD

Common

Sell Transaction

1,720

4.8086 USD

Common

Sell Transaction

4,799

4.8088 USD

Common

Sell Transaction

363

4.8090 USD

Common

Sell Transaction

120

4.8090 USD

Common

Sell Transaction

4,198

4.8100 USD

Common

Sell Transaction

1,098

4.8103 USD

Common

Sell Transaction

3,091

4.8116 USD

Common

Sell Transaction

1,200

4.8117 USD

Common

Sell Transaction

1,868

4.8124 USD

Common

Sell Transaction

5,713

4.8131 USD

Common

Sell Transaction

1,002

4.8133 USD

Common

Sell Transaction

9,574

4.8135 USD

Common

Sell Transaction

1,000

4.8140 USD

Common

Sell Transaction

3,415

4.8141 USD

Common

Sell Transaction

20

4.8145 USD

Common

Sell Transaction

17,200

4.8165 USD

Common

Sell Transaction

942

4.8171 USD

Common

Sell Transaction

1,700

4.8188 USD

Common

Sell Transaction

9,010

4.8199 USD

Common

Sell Transaction

2,875

4.8200 USD

Common

Sell Transaction

5,059

4.8210 USD

Common

Sell Transaction

1

4.8214 USD

Common

Sell Transaction

1,261

4.8214 USD

Common

Sell Transaction

700

4.8214 USD

Common

Sell Transaction

1,900

4.8232 USD

Common

Sell Transaction

1,278

4.8272 USD

Common

Sell Transaction

12,501

4.8275 USD

Common

Sell Transaction

2,463

4.8293 USD

Common

Sell Transaction

2,225

4.8300 USD

Common

Sell Transaction

211

4.8306 USD

Common

Sell Transaction

1,672

4.8340 USD

Common

Sell Transaction

1,023

4.8347 USD

Common

Sell Transaction

3,300

4.8350 USD

Common

Sell Transaction

800

4.8400 USD

Common

Sell Transaction

1,201

4.8417 USD

Common

Sell Transaction

442

4.8450 USD

Common

Sell Transaction

1,100

4.8482 USD

Common

Sell Transaction

600

4.8485 USD

Common

Sell Transaction

80,842

4.8500 USD

Common

Sell Transaction

13,608

4.8550 USD

Common

Sell Transaction

496

4.8582 USD

Common

Sell Transaction

403

4.8993 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

Increasing long position

9,659

4.7646 USD

Common

CFD

Increasing long position

200

4.8175 USD

Common

CFD

Reducing long position

10,983

4.8215 USD

Common

CFD

Reducing long position

4,701

4.8216 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

0.0500 USD

Common

Call Option

Buy Transaction

1

6.0000 USD

American

2026-Jan-16

0.5000 USD

Common

Call Option

DVP Transaction

1

5.0000 USD

American

2025-Jul-18

0.0500 USD

Common

Call Option

DVP Transaction

1

6.0000 USD

American

2026-Jan-16

0.5000 USD

Common

Call Option

RVP Transaction

1

5.0000 USD

American

2025-Jul-18

0.0500 USD

Common

Call Option

RVP Transaction

1

6.0000 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:

17 July 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

-900

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-200

7.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

270,900

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-12,000

3.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

18,300

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-11,900

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,900

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

10,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-700

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-2,400

4.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-13,100

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-201,700

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

3,500

5.0 USD

 

American

 

15/08/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-105,500

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-152,400

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

300

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,400

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

90,700

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-36,900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-8,300

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-300

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,200

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-700

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-645,700

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

2,600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,500

4.0 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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