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 |
10 September 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: |
1,307,797 |
1.10 |
110,797 |
0.09 |
| (2) Cash-settled derivatives:
|
0 |
0.00 |
0 |
0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
244,200 |
0.20 |
611,700 |
0.51 |
|
TOTAL: |
1,551,997 |
1.30 |
722,497 |
0.60 |
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 |
1,633 |
5.8815 USD |
| Common |
Buy Transaction |
100 |
5.8900 USD |
| Common |
Buy Transaction |
220 |
5.8936 USD |
| Common |
Buy Transaction |
8 |
5.8950 USD |
| Common |
Buy Transaction |
19 |
5.9050 USD |
| Common |
Buy Transaction |
2,339 |
5.9061 USD |
| Common |
Buy Transaction |
85 |
5.9069 USD |
| Common |
Buy Transaction |
1 |
5.9075 USD |
| Common |
Buy Transaction |
546 |
5.9100 USD |
| Common |
Buy Transaction |
1,790 |
5.9106 USD |
| Common |
Buy Transaction |
211 |
5.9110 USD |
| Common |
Buy Transaction |
120 |
5.9167 USD |
| Common |
Buy Transaction |
354 |
5.9187 USD |
| Common |
Buy Transaction |
797 |
5.9200 USD |
| Common |
Buy Transaction |
5,351 |
5.9218 USD |
| Common |
Buy Transaction |
789 |
5.9220 USD |
| Common |
Buy Transaction |
244 |
5.9241 USD |
| Common |
Buy Transaction |
705 |
5.9242 USD |
| Common |
Buy Transaction |
59 |
5.9244 USD |
| Common |
Buy Transaction |
742 |
5.9249 USD |
| Common |
Buy Transaction |
2,340 |
5.9250 USD |
| Common |
Buy Transaction |
285 |
5.9258 USD |
| Common |
Buy Transaction |
300 |
5.9267 USD |
| Common |
Buy Transaction |
5,393 |
5.9269 USD |
| Common |
Buy Transaction |
231 |
5.9275 USD |
| Common |
Buy Transaction |
4,248 |
5.9284 USD |
| Common |
Buy Transaction |
3,076 |
5.9285 USD |
| Common |
Buy Transaction |
677 |
5.9285 USD |
| Common |
Buy Transaction |
144 |
5.9286 USD |
| Common |
Buy Transaction |
758 |
5.9287 USD |
| Common |
Buy Transaction |
202 |
5.9299 USD |
| Common |
Buy Transaction |
8,178 |
5.9300 USD |
| Common |
Buy Transaction |
1,500 |
5.9310 USD |
| Common |
Buy Transaction |
7,396 |
5.9311 USD |
| Common |
Buy Transaction |
2,056 |
5.9311 USD |
| Common |
Buy Transaction |
600 |
5.9317 USD |
| Common |
Buy Transaction |
356 |
5.9319 USD |
| Common |
Buy Transaction |
525 |
5.9320 USD |
| Common |
Buy Transaction |
383 |
5.9322 USD |
| Common |
Buy Transaction |
7,298 |
5.9322 USD |
| Common |
Buy Transaction |
1,205 |
5.9324 USD |
| Common |
Buy Transaction |
1,067 |
5.9324 USD |
| Common |
Buy Transaction |
1,100 |
5.9327 USD |
| Common |
Buy Transaction |
1,600 |
5.9331 USD |
| Common |
Buy Transaction |
251 |
5.9333 USD |
| Common |
Buy Transaction |
2,250 |
5.9333 USD |
| Common |
Buy Transaction |
445 |
5.9336 USD |
| Common |
Buy Transaction |
834 |
5.9336 USD |
| Common |
Buy Transaction |
1,239 |
5.9336 USD |
| Common |
Buy Transaction |
49 |
5.9339 USD |
| Common |
Buy Transaction |
4,308 |
5.9339 USD |
| Common |
Buy Transaction |
500 |
5.9340 USD |
| Common |
Buy Transaction |
636 |
5.9340 USD |
| Common |
Buy Transaction |
630 |
5.9341 USD |
| Common |
Buy Transaction |
335 |
5.9345 USD |
| Common |
Buy Transaction |
10,387 |
5.9346 USD |
| Common |
Buy Transaction |
911 |
5.9349 USD |
| Common |
Buy Transaction |
1,709 |
5.9350 USD |
| Common |
Buy Transaction |
196 |
5.9351 USD |
| Common |
Buy Transaction |
1,650 |
5.9364 USD |
| Common |
Buy Transaction |
18,909 |
5.9367 USD |
| Common |
Buy Transaction |
3 |
5.9367 USD |
| Common |
Buy Transaction |
919 |
5.9373 USD |
| Common |
Buy Transaction |
400 |
5.9375 USD |
| Common |
Buy Transaction |
433 |
5.9377 USD |
| Common |
Buy Transaction |
128 |
5.9378 USD |
| Common |
Buy Transaction |
342 |
5.9380 USD |
| Common |
Buy Transaction |
190 |
5.9383 USD |
| Common |
Buy Transaction |
19,735 |
5.9400 USD |
| Common |
Buy Transaction |
7,095 |
5.9402 USD |
| Common |
Buy Transaction |
1,100 |
5.9409 USD |
| Common |
Buy Transaction |
344 |
5.9410 USD |
| Common |
Buy Transaction |
1,000 |
5.9410 USD |
| Common |
Buy Transaction |
605 |
5.9417 USD |
| Common |
Buy Transaction |
1,100 |
5.9418 USD |
| Common |
Buy Transaction |
1,000 |
5.9420 USD |
| Common |
Buy Transaction |
400 |
5.9425 USD |
| Common |
Buy Transaction |
1,000 |
5.9440 USD |
| Common |
Buy Transaction |
141 |
5.9443 USD |
| Common |
Buy Transaction |
1,865 |
5.9445 USD |
| Common |
Buy Transaction |
10 |
5.9450 USD |
| Common |
Buy Transaction |
6,170 |
5.9452 USD |
| Common |
Buy Transaction |
3,300 |
5.9453 USD |
| Common |
Buy Transaction |
550 |
5.9455 USD |
| Common |
Buy Transaction |
166 |
5.9455 USD |
| Common |
Buy Transaction |
61 |
5.9460 USD |
| Common |
Buy Transaction |
260 |
5.9462 USD |
| Common |
Buy Transaction |
384 |
5.9474 USD |
| Common |
Buy Transaction |
195 |
5.9489 USD |
| Common |
Buy Transaction |
1,127 |
5.9500 USD |
| Common |
Buy Transaction |
253 |
5.9501 USD |
| Common |
Buy Transaction |
25 |
5.9512 USD |
| Common |
Buy Transaction |
1 |
5.9516 USD |
| Common |
Buy Transaction |
1 |
5.9700 USD |
| Common |
Sell Transaction |
402 |
5.8800 USD |
| Common |
Sell Transaction |
800 |
5.8806 USD |
| Common |
Sell Transaction |
233 |
5.8821 USD |
| Common |
Sell Transaction |
400 |
5.8825 USD |
| Common |
Sell Transaction |
100 |
5.8850 USD |
| Common |
Sell Transaction |
5,743 |
5.8951 USD |
| Common |
Sell Transaction |
1,225 |
5.9018 USD |
| Common |
Sell Transaction |
380 |
5.9079 USD |
| Common |
Sell Transaction |
718 |
5.9100 USD |
| Common |
Sell Transaction |
388 |
5.9145 USD |
| Common |
Sell Transaction |
110 |
5.9150 USD |
| Common |
Sell Transaction |
27 |
5.9152 USD |
| Common |
Sell Transaction |
961 |
5.9161 USD |
| Common |
Sell Transaction |
2,257 |
5.9214 USD |
| Common |
Sell Transaction |
1,100 |
5.9218 USD |
| Common |
Sell Transaction |
617 |
5.9219 USD |
| Common |
Sell Transaction |
1,272 |
5.9222 USD |
| Common |
Sell Transaction |
429 |
5.9223 USD |
| Common |
Sell Transaction |
263 |
5.9226 USD |
| Common |
Sell Transaction |
1,880 |
5.9233 USD |
| Common |
Sell Transaction |
11,782 |
5.9242 USD |
| Common |
Sell Transaction |
838 |
5.9247 USD |
| Common |
Sell Transaction |
296 |
5.9248 USD |
| Common |
Sell Transaction |
7,335 |
5.9251 USD |
| Common |
Sell Transaction |
5,433 |
5.9257 USD |
| Common |
Sell Transaction |
366 |
5.9258 USD |
| Common |
Sell Transaction |
2,500 |
5.9260 USD |
| Common |
Sell Transaction |
964 |
5.9263 USD |
| Common |
Sell Transaction |
3 |
5.9267 USD |
| Common |
Sell Transaction |
2,020 |
5.9270 USD |
| Common |
Sell Transaction |
2,773 |
5.9277 USD |
| Common |
Sell Transaction |
2,168 |
5.9284 USD |
| Common |
Sell Transaction |
600 |
5.9290 USD |
| Common |
Sell Transaction |
653 |
5.9291 USD |
| Common |
Sell Transaction |
1,000 |
5.9291 USD |
| Common |
Sell Transaction |
800 |
5.9294 USD |
| Common |
Sell Transaction |
17,723 |
5.9297 USD |
| Common |
Sell Transaction |
2,277 |
5.9297 USD |
| Common |
Sell Transaction |
17,800 |
5.9298 USD |
| Common |
Sell Transaction |
5,486 |
5.9300 USD |
| Common |
Sell Transaction |
306 |
5.9304 USD |
| Common |
Sell Transaction |
33,789 |
5.9305 USD |
| Common |
Sell Transaction |
600 |
5.9317 USD |
| Common |
Sell Transaction |
1,087 |
5.9317 USD |
| Common |
Sell Transaction |
9,309 |
5.9317 USD |
| Common |
Sell Transaction |
525 |
5.9320 USD |
| Common |
Sell Transaction |
400 |
5.9325 USD |
| Common |
Sell Transaction |
1,198 |
5.9327 USD |
| Common |
Sell Transaction |
300 |
5.9333 USD |
| Common |
Sell Transaction |
1,070 |
5.9350 USD |
| Common |
Sell Transaction |
2,310 |
5.9360 USD |
| Common |
Sell Transaction |
23 |
5.9365 USD |
| Common |
Sell Transaction |
300 |
5.9367 USD |
| Common |
Sell Transaction |
32 |
5.9372 USD |
| Common |
Sell Transaction |
4 |
5.9375 USD |
| Common |
Sell Transaction |
2,496 |
5.9379 USD |
| Common |
Sell Transaction |
662 |
5.9388 USD |
| Common |
Sell Transaction |
915 |
5.9390 USD |
| Common |
Sell Transaction |
546 |
5.9396 USD |
| Common |
Sell Transaction |
10,858 |
5.9400 USD |
| Common |
Sell Transaction |
546 |
5.9401 USD |
| Common |
Sell Transaction |
900 |
5.9410 USD |
| Common |
Sell Transaction |
1,083 |
5.9465 USD |
| Common |
Sell Transaction |
1,334 |
5.9467 USD |
| Common |
Sell Transaction |
1,828 |
5.9475 USD |
| Common |
Sell Transaction |
2,872 |
5.9477 USD |
| Common |
Sell Transaction |
79 |
5.9477 USD |
| Common |
Sell Transaction |
1,102 |
5.9499 USD |
| Common |
Sell Transaction |
7,630 |
5.9500 USD |
| Common |
Sell Transaction |
9,932 |
5.9540 USD |
| Common |
Sell Transaction |
440 |
5.9550 USD |
| Common |
Sell Transaction |
99 |
5.9551 USD |
| Common |
Sell Transaction |
1,613 |
5.9595 USD |
| Common |
Sell Transaction |
1 |
5.9600 USD |
| Common |
Sell Transaction |
200 |
5.9650 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 |
| Common |
Put Option |
Sell Transaction |
100 |
6.0000 USD |
American |
2025-09-19 |
0.2200 USD |
| Common |
Call Option |
Sell Transaction |
300 |
7.0000 USD |
American |
2026-04-17 |
0.5700 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: |
11 September 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 |
3.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Purchased |
17,500 |
7.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Purchased |
300 |
2.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Purchased |
100 |
4.0 USD
|
American
|
19/09/2025
|
| Common |
Call Option |
Purchased |
3,100 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
5,800 |
6.0 USD
|
American
|
17/04/2026
|
| Common |
Put Option |
Purchased |
-8,200 |
6.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
2,600 |
5.0 USD
|
American
|
17/04/2026
|
| Common |
Call Option |
Purchased |
15,700 |
4.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Purchased |
800 |
7.0 USD
|
American
|
17/04/2026
|
| Common |
Put Option |
Purchased |
-1,200 |
5.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Purchased |
1,500 |
5.0 USD
|
American
|
19/09/2025
|
| Common |
Call Option |
Purchased |
100 |
9.0 USD
|
American
|
17/04/2026
|
| Common |
Put Option |
Purchased |
-400 |
5.0 USD
|
American
|
19/09/2025
|
| Common |
Call Option |
Purchased |
1,000 |
8.0 USD
|
American
|
17/10/2025
|
| Common |
Put Option |
Purchased |
-215,700 |
4.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-17,200 |
3.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
500 |
8.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
800 |
3.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Purchased |
5,400 |
6.0 USD
|
American
|
19/09/2025
|
| Common |
Call Option |
Purchased |
10,400 |
7.0 USD
|
American
|
18/12/2026
|
| Common |
Call Option |
Purchased |
42,800 |
6.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-500 |
3.0 USD
|
American
|
17/04/2026
|
| Common |
Put Option |
Purchased |
-10,800 |
5.0 USD
|
American
|
17/04/2026
|
| Common |
Call Option |
Purchased |
43,400 |
6.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Sold |
-500 |
10.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Sold |
-1,400 |
3.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-900 |
4.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Sold |
-1,400 |
4.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
89,700 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-100 |
1.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Sold |
-54,300 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-111,700 |
7.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-39,400 |
5.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Sold |
-300 |
7.0 USD
|
American
|
17/07/2026
|
| Common |
Call Option |
Sold |
-400 |
5.0 USD
|
American
|
18/12/2026
|
| Common |
Put Option |
Sold |
700 |
6.0 USD
|
American
|
19/09/2025
|
| Common |
Call Option |
Sold |
-128,600 |
5.0 USD
|
American
|
17/10/2025
|
| Common |
Put Option |
Sold |
600 |
3.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Sold |
-6,200 |
12.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
800 |
5.0 USD
|
American
|
17/10/2025
|
| Common |
Call Option |
Sold |
-12,500 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
100 |
7.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
200 |
6.0 USD
|
American
|
17/10/2025
|
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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