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 |
20 August 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: |
1,127,530 |
0.95 |
597,149 |
0.50 |
(2) Cash-settled derivatives:
|
0 |
0.00 |
0 |
0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
224,200 |
0.18 |
615,300 |
0.51 |
TOTAL: |
1,351,730 |
1.13 |
1,212,449 |
1.02 |
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 |
31 |
5.4700 USD |
Common |
Buy Transaction |
1,930 |
5.5000 USD |
Common |
Buy Transaction |
70 |
5.5200 USD |
Common |
Buy Transaction |
3,063 |
5.5216 USD |
Common |
Buy Transaction |
8 |
5.5300 USD |
Common |
Buy Transaction |
600 |
5.5309 USD |
Common |
Buy Transaction |
1,429 |
5.5316 USD |
Common |
Buy Transaction |
200 |
5.5325 USD |
Common |
Buy Transaction |
1,033 |
5.5327 USD |
Common |
Buy Transaction |
318 |
5.5331 USD |
Common |
Buy Transaction |
1,108 |
5.5337 USD |
Common |
Buy Transaction |
241 |
5.5347 USD |
Common |
Buy Transaction |
3,887 |
5.5364 USD |
Common |
Buy Transaction |
528 |
5.5379 USD |
Common |
Buy Transaction |
1,152 |
5.5386 USD |
Common |
Buy Transaction |
410 |
5.5398 USD |
Common |
Buy Transaction |
1,463 |
5.5400 USD |
Common |
Buy Transaction |
1,470 |
5.5406 USD |
Common |
Buy Transaction |
1,109 |
5.5410 USD |
Common |
Buy Transaction |
2,700 |
5.5430 USD |
Common |
Buy Transaction |
300 |
5.5433 USD |
Common |
Buy Transaction |
120 |
5.5450 USD |
Common |
Buy Transaction |
878 |
5.5462 USD |
Common |
Buy Transaction |
104 |
5.5463 USD |
Common |
Buy Transaction |
1,384 |
5.5464 USD |
Common |
Buy Transaction |
506 |
5.5473 USD |
Common |
Buy Transaction |
200 |
5.5475 USD |
Common |
Buy Transaction |
725 |
5.5486 USD |
Common |
Buy Transaction |
30,700 |
5.5490 USD |
Common |
Buy Transaction |
1,548 |
5.5500 USD |
Common |
Buy Transaction |
3,924 |
5.5501 USD |
Common |
Buy Transaction |
1,010 |
5.5511 USD |
Common |
Buy Transaction |
2,200 |
5.5523 USD |
Common |
Buy Transaction |
322 |
5.5531 USD |
Common |
Buy Transaction |
1,400 |
5.5550 USD |
Common |
Buy Transaction |
30 |
5.5567 USD |
Common |
Buy Transaction |
2,152 |
5.5571 USD |
Common |
Buy Transaction |
804 |
5.5600 USD |
Common |
Buy Transaction |
280 |
5.5600 USD |
Common |
Buy Transaction |
3,200 |
5.5603 USD |
Common |
Buy Transaction |
210 |
5.5605 USD |
Common |
Buy Transaction |
1,653 |
5.5611 USD |
Common |
Buy Transaction |
1,900 |
5.5621 USD |
Common |
Buy Transaction |
2,210 |
5.5624 USD |
Common |
Buy Transaction |
5,605 |
5.5625 USD |
Common |
Buy Transaction |
600 |
5.5633 USD |
Common |
Buy Transaction |
1,500 |
5.5640 USD |
Common |
Buy Transaction |
400 |
5.5650 USD |
Common |
Buy Transaction |
300 |
5.5667 USD |
Common |
Buy Transaction |
801 |
5.5674 USD |
Common |
Buy Transaction |
1,706 |
5.5677 USD |
Common |
Buy Transaction |
539 |
5.5679 USD |
Common |
Buy Transaction |
374 |
5.5683 USD |
Common |
Buy Transaction |
900 |
5.5697 USD |
Common |
Buy Transaction |
2,168 |
5.5700 USD |
Common |
Buy Transaction |
4,292 |
5.5700 USD |
Common |
Buy Transaction |
8,309 |
5.5707 USD |
Common |
Buy Transaction |
1 |
5.5733 USD |
Common |
Buy Transaction |
30,784 |
5.5740 USD |
Common |
Buy Transaction |
43 |
5.5749 USD |
Common |
Buy Transaction |
2,210 |
5.5750 USD |
Common |
Buy Transaction |
1 |
5.5763 USD |
Common |
Buy Transaction |
381 |
5.5800 USD |
Common |
Buy Transaction |
1,212 |
5.5801 USD |
Common |
Buy Transaction |
1,900 |
5.5816 USD |
Common |
Buy Transaction |
35,067 |
5.5848 USD |
Common |
Buy Transaction |
2,970 |
5.5855 USD |
Common |
Buy Transaction |
78 |
5.5860 USD |
Common |
Buy Transaction |
3,571 |
5.5872 USD |
Common |
Buy Transaction |
100 |
5.5900 USD |
Common |
Buy Transaction |
5,257 |
5.5901 USD |
Common |
Buy Transaction |
7,277 |
5.5909 USD |
Common |
Buy Transaction |
2,431 |
5.5911 USD |
Common |
Buy Transaction |
802 |
5.5925 USD |
Common |
Buy Transaction |
1,900 |
5.6038 USD |
Common |
Buy Transaction |
5,979 |
5.6100 USD |
Common |
Buy Transaction |
8 |
5.6150 USD |
Common |
Sell Transaction |
3,722 |
5.5000 USD |
Common |
Sell Transaction |
1 |
5.5100 USD |
Common |
Sell Transaction |
3,594 |
5.5200 USD |
Common |
Sell Transaction |
236 |
5.5209 USD |
Common |
Sell Transaction |
1,100 |
5.5232 USD |
Common |
Sell Transaction |
1,411 |
5.5232 USD |
Common |
Sell Transaction |
900 |
5.5233 USD |
Common |
Sell Transaction |
502 |
5.5257 USD |
Common |
Sell Transaction |
2,000 |
5.5270 USD |
Common |
Sell Transaction |
693 |
5.5281 USD |
Common |
Sell Transaction |
305 |
5.5292 USD |
Common |
Sell Transaction |
1,841 |
5.5292 USD |
Common |
Sell Transaction |
318 |
5.5294 USD |
Common |
Sell Transaction |
290 |
5.5296 USD |
Common |
Sell Transaction |
2,139 |
5.5297 USD |
Common |
Sell Transaction |
2,978 |
5.5300 USD |
Common |
Sell Transaction |
1,245 |
5.5301 USD |
Common |
Sell Transaction |
264 |
5.5303 USD |
Common |
Sell Transaction |
635 |
5.5306 USD |
Common |
Sell Transaction |
893 |
5.5311 USD |
Common |
Sell Transaction |
184 |
5.5311 USD |
Common |
Sell Transaction |
500 |
5.5315 USD |
Common |
Sell Transaction |
883 |
5.5316 USD |
Common |
Sell Transaction |
1,260 |
5.5318 USD |
Common |
Sell Transaction |
11 |
5.5336 USD |
Common |
Sell Transaction |
1,515 |
5.5340 USD |
Common |
Sell Transaction |
24 |
5.5342 USD |
Common |
Sell Transaction |
2,100 |
5.5343 USD |
Common |
Sell Transaction |
1,675 |
5.5345 USD |
Common |
Sell Transaction |
21 |
5.5350 USD |
Common |
Sell Transaction |
90 |
5.5351 USD |
Common |
Sell Transaction |
86 |
5.5353 USD |
Common |
Sell Transaction |
2,152 |
5.5357 USD |
Common |
Sell Transaction |
289 |
5.5360 USD |
Common |
Sell Transaction |
1,000 |
5.5360 USD |
Common |
Sell Transaction |
1,252 |
5.5368 USD |
Common |
Sell Transaction |
1,454 |
5.5377 USD |
Common |
Sell Transaction |
103 |
5.5378 USD |
Common |
Sell Transaction |
5,700 |
5.5381 USD |
Common |
Sell Transaction |
231 |
5.5391 USD |
Common |
Sell Transaction |
2,500 |
5.5391 USD |
Common |
Sell Transaction |
299 |
5.5393 USD |
Common |
Sell Transaction |
458 |
5.5400 USD |
Common |
Sell Transaction |
237 |
5.5411 USD |
Common |
Sell Transaction |
400 |
5.5412 USD |
Common |
Sell Transaction |
1,199 |
5.5414 USD |
Common |
Sell Transaction |
1,044 |
5.5420 USD |
Common |
Sell Transaction |
424 |
5.5424 USD |
Common |
Sell Transaction |
601 |
5.5424 USD |
Common |
Sell Transaction |
1,742 |
5.5424 USD |
Common |
Sell Transaction |
1,053 |
5.5440 USD |
Common |
Sell Transaction |
5,354 |
5.5441 USD |
Common |
Sell Transaction |
2,243 |
5.5441 USD |
Common |
Sell Transaction |
1,119 |
5.5466 USD |
Common |
Sell Transaction |
6 |
5.5467 USD |
Common |
Sell Transaction |
2,085 |
5.5471 USD |
Common |
Sell Transaction |
508 |
5.5474 USD |
Common |
Sell Transaction |
5,762 |
5.5479 USD |
Common |
Sell Transaction |
34 |
5.5494 USD |
Common |
Sell Transaction |
280 |
5.5498 USD |
Common |
Sell Transaction |
2,379 |
5.5500 USD |
Common |
Sell Transaction |
439 |
5.5503 USD |
Common |
Sell Transaction |
1,274 |
5.5506 USD |
Common |
Sell Transaction |
2,974 |
5.5508 USD |
Common |
Sell Transaction |
1,100 |
5.5509 USD |
Common |
Sell Transaction |
1,800 |
5.5511 USD |
Common |
Sell Transaction |
1,243 |
5.5520 USD |
Common |
Sell Transaction |
632 |
5.5531 USD |
Common |
Sell Transaction |
900 |
5.5544 USD |
Common |
Sell Transaction |
2,900 |
5.5545 USD |
Common |
Sell Transaction |
25,948 |
5.5548 USD |
Common |
Sell Transaction |
1,000 |
5.5550 USD |
Common |
Sell Transaction |
217 |
5.5557 USD |
Common |
Sell Transaction |
116 |
5.5559 USD |
Common |
Sell Transaction |
2,896 |
5.5577 USD |
Common |
Sell Transaction |
2,354 |
5.5580 USD |
Common |
Sell Transaction |
600 |
5.5583 USD |
Common |
Sell Transaction |
42 |
5.5586 USD |
Common |
Sell Transaction |
800 |
5.5586 USD |
Common |
Sell Transaction |
124 |
5.5587 USD |
Common |
Sell Transaction |
106 |
5.5589 USD |
Common |
Sell Transaction |
200 |
5.5589 USD |
Common |
Sell Transaction |
10,100 |
5.5590 USD |
Common |
Sell Transaction |
8,380 |
5.5600 USD |
Common |
Sell Transaction |
600 |
5.5617 USD |
Common |
Sell Transaction |
1,135 |
5.5626 USD |
Common |
Sell Transaction |
826 |
5.5633 USD |
Common |
Sell Transaction |
600 |
5.5633 USD |
Common |
Sell Transaction |
502 |
5.5638 USD |
Common |
Sell Transaction |
1,700 |
5.5647 USD |
Common |
Sell Transaction |
50 |
5.5648 USD |
Common |
Sell Transaction |
400 |
5.5650 USD |
Common |
Sell Transaction |
5,843 |
5.5652 USD |
Common |
Sell Transaction |
27 |
5.5659 USD |
Common |
Sell Transaction |
1,614 |
5.5663 USD |
Common |
Sell Transaction |
641 |
5.5668 USD |
Common |
Sell Transaction |
2,173 |
5.5674 USD |
Common |
Sell Transaction |
1,402 |
5.5674 USD |
Common |
Sell Transaction |
1,035 |
5.5694 USD |
Common |
Sell Transaction |
1,518 |
5.5695 USD |
Common |
Sell Transaction |
199 |
5.5699 USD |
Common |
Sell Transaction |
152 |
5.5700 USD |
Common |
Sell Transaction |
2,119 |
5.5701 USD |
Common |
Sell Transaction |
84 |
5.5707 USD |
Common |
Sell Transaction |
719 |
5.5710 USD |
Common |
Sell Transaction |
9,221 |
5.5745 USD |
Common |
Sell Transaction |
700 |
5.5757 USD |
Common |
Sell Transaction |
308 |
5.5764 USD |
Common |
Sell Transaction |
21,800 |
5.5800 USD |
Common |
Sell Transaction |
3,099 |
5.5812 USD |
Common |
Sell Transaction |
3,016 |
5.5814 USD |
Common |
Sell Transaction |
954 |
5.5815 USD |
Common |
Sell Transaction |
2,172 |
5.5833 USD |
Common |
Sell Transaction |
1,990 |
5.5835 USD |
Common |
Sell Transaction |
1,409 |
5.5850 USD |
Common |
Sell Transaction |
85 |
5.5851 USD |
Common |
Sell Transaction |
5,480 |
5.5861 USD |
Common |
Sell Transaction |
321 |
5.5867 USD |
Common |
Sell Transaction |
932 |
5.5883 USD |
Common |
Sell Transaction |
1,757 |
5.5889 USD |
Common |
Sell Transaction |
9,023 |
5.5900 USD |
Common |
Sell Transaction |
1,825 |
5.5911 USD |
Common |
Sell Transaction |
253 |
5.5913 USD |
Common |
Sell Transaction |
2,400 |
5.5917 USD |
Common |
Sell Transaction |
1,066 |
5.5918 USD |
Common |
Sell Transaction |
358 |
5.5922 USD |
Common |
Sell Transaction |
5,000 |
5.5926 USD |
Common |
Sell Transaction |
1,652 |
5.5933 USD |
Common |
Sell Transaction |
3 |
5.5933 USD |
Common |
Sell Transaction |
1 |
5.5937 USD |
Common |
Sell Transaction |
4,192 |
5.5944 USD |
Common |
Sell Transaction |
417 |
5.5950 USD |
Common |
Sell Transaction |
193 |
5.5950 USD |
Common |
Sell Transaction |
161 |
5.5950 USD |
Common |
Sell Transaction |
5,082 |
5.5962 USD |
Common |
Sell Transaction |
1,451 |
5.5973 USD |
Common |
Sell Transaction |
1,906 |
5.5977 USD |
Common |
Sell Transaction |
3,735 |
5.6018 USD |
Common |
Sell Transaction |
246 |
5.6067 USD |
Common |
Sell Transaction |
13,837 |
5.6100 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 |
(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 |
(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: |
21 August 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 |
1,500 |
5.0 USD
|
American
|
19/09/2025
|
Common |
Call Option |
Purchased |
1,000 |
8.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
300 |
2.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
800 |
3.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Purchased |
1,000 |
5.0 USD
|
American
|
17/04/2026
|
Common |
Put Option |
Purchased |
-17,200 |
3.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Purchased |
15,700 |
4.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Purchased |
-1,400 |
5.0 USD
|
American
|
19/09/2025
|
Common |
Call Option |
Purchased |
35,900 |
6.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Purchased |
-100 |
7.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Purchased |
41,900 |
6.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Purchased |
100 |
8.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Purchased |
3,000 |
10.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-215,100 |
4.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-8,200 |
6.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Purchased |
-10,700 |
5.0 USD
|
American
|
17/04/2026
|
Common |
Call Option |
Purchased |
100 |
4.0 USD
|
American
|
19/09/2025
|
Common |
Call Option |
Purchased |
6,200 |
6.0 USD
|
American
|
19/09/2025
|
Common |
Put Option |
Purchased |
-1,200 |
5.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Purchased |
22,000 |
7.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Sold |
-1,000 |
7.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-1,700 |
3.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Sold |
-1,300 |
10.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-100 |
1.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-1,400 |
3.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-12,500 |
15.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-41,600 |
5.0 USD
|
American
|
17/07/2026
|
Common |
Put Option |
Sold |
800 |
5.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Sold |
600 |
3.0 USD
|
American
|
17/10/2025
|
Common |
Call Option |
Sold |
-1,400 |
4.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-54,100 |
5.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-131,500 |
5.0 USD
|
American
|
17/10/2025
|
Common |
Put Option |
Sold |
92,800 |
5.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-107,700 |
7.0 USD
|
American
|
16/01/2026
|
Common |
Call Option |
Sold |
-900 |
4.0 USD
|
American
|
17/07/2026
|
Common |
Call Option |
Sold |
-6,200 |
12.0 USD
|
American
|
16/01/2026
|
Common |
Put Option |
Sold |
500 |
6.0 USD
|
American
|
19/09/2025
|
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 .