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 |
28 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: |
1,460,953 |
1.23 |
366,313 |
0.30 |
(2) Cash-settled derivatives:
|
353,878 |
0.29 |
0 |
0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
205,300 |
0.17 |
592,400 |
0.49 |
TOTAL: |
2,020,131 |
1.70 |
958,713 |
0.80 |
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 |
10 |
4.8310 USD |
Common |
Buy Transaction |
8,034 |
4.8341 USD |
Common |
Buy Transaction |
291 |
4.8500 USD |
Common |
Buy Transaction |
2,400 |
4.8525 USD |
Common |
Buy Transaction |
250 |
4.8532 USD |
Common |
Buy Transaction |
7,250 |
4.8550 USD |
Common |
Buy Transaction |
189 |
4.8559 USD |
Common |
Buy Transaction |
3,028 |
4.8577 USD |
Common |
Buy Transaction |
2,477 |
4.8600 USD |
Common |
Buy Transaction |
4,405 |
4.8603 USD |
Common |
Buy Transaction |
17 |
4.8606 USD |
Common |
Buy Transaction |
2,200 |
4.8641 USD |
Common |
Buy Transaction |
180 |
4.8642 USD |
Common |
Buy Transaction |
210 |
4.8650 USD |
Common |
Buy Transaction |
5,841 |
4.8672 USD |
Common |
Buy Transaction |
136 |
4.8685 USD |
Common |
Buy Transaction |
10,480 |
4.8700 USD |
Common |
Buy Transaction |
28 |
4.8707 USD |
Common |
Buy Transaction |
212 |
4.8711 USD |
Common |
Buy Transaction |
1,186 |
4.8715 USD |
Common |
Buy Transaction |
510 |
4.8715 USD |
Common |
Buy Transaction |
519 |
4.8728 USD |
Common |
Buy Transaction |
300 |
4.8733 USD |
Common |
Buy Transaction |
372 |
4.8750 USD |
Common |
Buy Transaction |
64 |
4.8758 USD |
Common |
Buy Transaction |
7,556 |
4.8769 USD |
Common |
Buy Transaction |
199 |
4.8778 USD |
Common |
Buy Transaction |
3,900 |
4.8779 USD |
Common |
Buy Transaction |
808 |
4.8782 USD |
Common |
Buy Transaction |
50 |
4.8790 USD |
Common |
Buy Transaction |
74 |
4.8793 USD |
Common |
Buy Transaction |
816 |
4.8800 USD |
Common |
Buy Transaction |
26 |
4.8808 USD |
Common |
Buy Transaction |
248 |
4.8811 USD |
Common |
Buy Transaction |
252 |
4.8815 USD |
Common |
Buy Transaction |
749 |
4.8820 USD |
Common |
Buy Transaction |
3,094 |
4.8824 USD |
Common |
Buy Transaction |
1,314 |
4.8827 USD |
Common |
Buy Transaction |
5,741 |
4.8833 USD |
Common |
Buy Transaction |
4,502 |
4.8835 USD |
Common |
Buy Transaction |
163 |
4.8837 USD |
Common |
Buy Transaction |
2,300 |
4.8839 USD |
Common |
Buy Transaction |
246 |
4.8840 USD |
Common |
Buy Transaction |
1,531 |
4.8846 USD |
Common |
Buy Transaction |
35 |
4.8849 USD |
Common |
Buy Transaction |
810 |
4.8850 USD |
Common |
Buy Transaction |
438 |
4.8859 USD |
Common |
Buy Transaction |
5,110 |
4.8867 USD |
Common |
Buy Transaction |
726 |
4.8870 USD |
Common |
Buy Transaction |
2,863 |
4.8872 USD |
Common |
Buy Transaction |
2,367 |
4.8873 USD |
Common |
Buy Transaction |
400 |
4.8875 USD |
Common |
Buy Transaction |
900 |
4.8878 USD |
Common |
Buy Transaction |
1 |
4.8879 USD |
Common |
Buy Transaction |
5,910 |
4.8885 USD |
Common |
Buy Transaction |
84,811 |
4.8900 USD |
Common |
Buy Transaction |
31 |
4.8906 USD |
Common |
Buy Transaction |
8,601 |
4.8907 USD |
Common |
Buy Transaction |
1,673 |
4.8916 USD |
Common |
Buy Transaction |
479 |
4.8929 USD |
Common |
Buy Transaction |
500 |
4.8940 USD |
Common |
Buy Transaction |
2,400 |
4.8942 USD |
Common |
Buy Transaction |
1,639 |
4.8948 USD |
Common |
Buy Transaction |
14 |
4.8950 USD |
Common |
Buy Transaction |
1 |
4.8952 USD |
Common |
Buy Transaction |
276 |
4.8954 USD |
Common |
Buy Transaction |
695 |
4.8956 USD |
Common |
Buy Transaction |
148 |
4.8977 USD |
Common |
Buy Transaction |
594 |
4.8985 USD |
Common |
Buy Transaction |
39,166 |
4.9000 USD |
Common |
Buy Transaction |
5 |
4.9040 USD |
Common |
Buy Transaction |
2,329 |
4.9100 USD |
Common |
Sell Transaction |
10 |
4.8350 USD |
Common |
Sell Transaction |
700 |
4.8400 USD |
Common |
Sell Transaction |
8,500 |
4.8450 USD |
Common |
Sell Transaction |
400 |
4.8475 USD |
Common |
Sell Transaction |
7,400 |
4.8482 USD |
Common |
Sell Transaction |
33,338 |
4.8500 USD |
Common |
Sell Transaction |
6,200 |
4.8502 USD |
Common |
Sell Transaction |
1,730 |
4.8503 USD |
Common |
Sell Transaction |
203 |
4.8508 USD |
Common |
Sell Transaction |
23 |
4.8513 USD |
Common |
Sell Transaction |
400 |
4.8525 USD |
Common |
Sell Transaction |
2,032 |
4.8538 USD |
Common |
Sell Transaction |
10,944 |
4.8540 USD |
Common |
Sell Transaction |
500 |
4.8540 USD |
Common |
Sell Transaction |
210 |
4.8543 USD |
Common |
Sell Transaction |
1,208 |
4.8550 USD |
Common |
Sell Transaction |
762 |
4.8557 USD |
Common |
Sell Transaction |
106 |
4.8559 USD |
Common |
Sell Transaction |
3 |
4.8567 USD |
Common |
Sell Transaction |
949 |
4.8572 USD |
Common |
Sell Transaction |
400 |
4.8575 USD |
Common |
Sell Transaction |
401 |
4.8576 USD |
Common |
Sell Transaction |
326 |
4.8586 USD |
Common |
Sell Transaction |
1,600 |
4.8587 USD |
Common |
Sell Transaction |
5,769 |
4.8590 USD |
Common |
Sell Transaction |
40 |
4.8590 USD |
Common |
Sell Transaction |
0 |
4.8592 USD |
Common |
Sell Transaction |
100 |
4.8593 USD |
Common |
Sell Transaction |
5,337 |
4.8600 USD |
Common |
Sell Transaction |
2,628 |
4.8604 USD |
Common |
Sell Transaction |
1,083 |
4.8609 USD |
Common |
Sell Transaction |
124 |
4.8610 USD |
Common |
Sell Transaction |
3,440 |
4.8610 USD |
Common |
Sell Transaction |
2,476 |
4.8618 USD |
Common |
Sell Transaction |
7,949 |
4.8619 USD |
Common |
Sell Transaction |
1,867 |
4.8622 USD |
Common |
Sell Transaction |
3,563 |
4.8625 USD |
Common |
Sell Transaction |
4,352 |
4.8638 USD |
Common |
Sell Transaction |
1,266 |
4.8641 USD |
Common |
Sell Transaction |
200 |
4.8650 USD |
Common |
Sell Transaction |
705 |
4.8657 USD |
Common |
Sell Transaction |
1,200 |
4.8658 USD |
Common |
Sell Transaction |
1,100 |
4.8664 USD |
Common |
Sell Transaction |
300 |
4.8667 USD |
Common |
Sell Transaction |
400 |
4.8675 USD |
Common |
Sell Transaction |
1,700 |
4.8694 USD |
Common |
Sell Transaction |
19,789 |
4.8700 USD |
Common |
Sell Transaction |
475 |
4.8703 USD |
Common |
Sell Transaction |
1,416 |
4.8708 USD |
Common |
Sell Transaction |
212 |
4.8710 USD |
Common |
Sell Transaction |
700 |
4.8714 USD |
Common |
Sell Transaction |
156 |
4.8721 USD |
Common |
Sell Transaction |
623 |
4.8735 USD |
Common |
Sell Transaction |
626 |
4.8737 USD |
Common |
Sell Transaction |
918 |
4.8746 USD |
Common |
Sell Transaction |
542 |
4.8750 USD |
Common |
Sell Transaction |
823 |
4.8763 USD |
Common |
Sell Transaction |
12,600 |
4.8776 USD |
Common |
Sell Transaction |
208 |
4.8780 USD |
Common |
Sell Transaction |
802 |
4.8783 USD |
Common |
Sell Transaction |
5,150 |
4.8787 USD |
Common |
Sell Transaction |
102 |
4.8790 USD |
Common |
Sell Transaction |
1,431 |
4.8795 USD |
Common |
Sell Transaction |
493 |
4.8800 USD |
Common |
Sell Transaction |
400 |
4.8812 USD |
Common |
Sell Transaction |
195 |
4.8850 USD |
Common |
Sell Transaction |
1,593 |
4.8861 USD |
Common |
Sell Transaction |
113 |
4.8867 USD |
Common |
Sell Transaction |
580 |
4.8899 USD |
Common |
Sell Transaction |
401 |
4.8899 USD |
Common |
Sell Transaction |
192 |
4.8899 USD |
Common |
Sell Transaction |
92,357 |
4.8900 USD |
Common |
Sell Transaction |
27,711 |
4.8913 USD |
Common |
Sell Transaction |
2,971 |
4.8919 USD |
Common |
Sell Transaction |
0 |
4.8927 USD |
Common |
Sell Transaction |
1,212 |
4.8942 USD |
Common |
Sell Transaction |
1,550 |
4.8955 USD |
Common |
Sell Transaction |
1,700 |
4.8965 USD |
Common |
Sell Transaction |
3,039 |
4.8968 USD |
Common |
Sell Transaction |
6,152 |
4.8970 USD |
Common |
Sell Transaction |
969 |
4.8977 USD |
Common |
Sell Transaction |
900 |
4.8978 USD |
Common |
Sell Transaction |
1,467 |
4.8980 USD |
Common |
Sell Transaction |
257 |
4.8982 USD |
Common |
Sell Transaction |
1,341 |
4.8985 USD |
Common |
Sell Transaction |
1,000 |
4.8990 USD |
Common |
Sell Transaction |
6,150 |
4.8996 USD |
Common |
Sell Transaction |
377 |
4.8996 USD |
Common |
Sell Transaction |
15,225 |
4.9000 USD |
Common |
Sell Transaction |
3,147 |
4.9006 USD |
Common |
Sell Transaction |
123 |
4.9037 USD |
Common |
Sell Transaction |
13 |
4.9092 USD |
Common |
Sell Transaction |
216 |
4.9100 USD |
Common |
Sell Transaction |
400 |
4.9200 USD |
Common |
Sell Transaction |
5 |
4.9540 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 |
9,044 |
4.8597 USD |
Common |
CFD |
Reducing long position |
1,376 |
4.8653 USD |
Common |
CFD |
Reducing long position |
10,812 |
4.8745 USD |
Common |
CFD |
Reducing long position |
1,971 |
4.8846 USD |
Common |
CFD |
Reducing long position |
2,500 |
4.8900 USD |
Common |
CFD |
Reducing long position |
8,705 |
4.8942 USD |
Common |
CFD |
Reducing long position |
3,495 |
4.8942 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 |
100 |
6.0000 USD |
American |
2025-09-19 |
0.1800 USD |
Common |
Call Option |
Buy Transaction |
300 |
10.0000 USD |
American |
2026-07-17 |
0.2500 USD |
Common |
Call Option |
Buy Transaction |
3,600 |
5.0000 USD |
American |
2025-10-17 |
0.5000 USD |
Common |
Call Option |
Buy Transaction |
100 |
5.0000 USD |
American |
2025-10-17 |
0.5700 USD |
Common |
Call Option |
Sell Transaction |
200 |
6.0000 USD |
American |
2025-09-19 |
0.1500 USD |
Common |
Put Option |
Sell Transaction |
100 |
4.0000 USD |
American |
2026-01-16 |
0.4000 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: |
29 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 |
Call Option |
Purchased |
300 |
2.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Purchased |
-13,200 |
3.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-900 |
5.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Purchased |
18,800 |
4.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Purchased |
-100 |
7.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
5,200 |
6.0 USD
|
American
|
19/09/2025
|
Common |
Put Option |
Purchased |
-1,000 |
6.0 USD
|
American
|
15/08/2025
|
Common |
Call Option |
Purchased |
300 |
15.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-200 |
7.0 USD
|
American
|
15/08/2025
|
Common |
Put Option |
Purchased |
-201,500 |
4.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-12,000 |
3.0 USD
|
American
|
15/08/2025
|
Common |
Put Option |
Purchased |
-8,200 |
6.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Purchased |
600 |
5.0 USD
|
American
|
19/09/2025
|
Common |
Call Option |
Purchased |
1,000 |
3.0 USD
|
American
|
15/08/2025
|
Common |
Put Option |
Purchased |
-200 |
5.0 USD
|
American
|
19/09/2025
|
Common |
Call Option |
Purchased |
36,200 |
6.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-2,400 |
4.0 USD
|
American
|
15/08/2025
|
Common |
Call Option |
Purchased |
300 |
7.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
43,400 |
6.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Purchased |
-900 |
5.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
3,000 |
10.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Purchased |
4,900 |
5.0 USD
|
American
|
15/08/2025
|
Common |
Call Option |
Sold |
-100 |
2.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-2,500 |
4.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-1,400 |
4.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-200 |
4.0 USD
|
American
|
15/08/2025
|
Common |
Call Option |
Sold |
-1,000 |
7.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-1,400 |
3.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-700 |
12.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-100 |
1.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-2,000 |
10.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-2,000 |
3.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Sold |
-48,500 |
5.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-137,700 |
5.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Sold |
-36,900 |
5.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-117,000 |
7.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Sold |
600 |
3.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Sold |
90,700 |
5.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-300 |
3.0 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 .