Ap27
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
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 |
AVADEL PHARMACEUTICALS PLC |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
N/A |
| (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
5 November 2025 |
| (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
N/A
|
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Ap28
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
| Class of relevant security |
Common Stock ISIN IE00BDGMC594 $0.01 ordinary shares |
|||
| |
Interests |
Short positions |
||
| Number |
% |
Number |
% |
|
| (1) Relevant securities owned and/or controlled |
1,831,478 |
1.87 |
446,884 |
0.45 |
| (2) Cash-settled derivatives |
0 |
0.00 |
0 |
0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
172,200 |
0.17 |
1,455,100 |
1.49 |
| Total |
2,003,678 |
2.05 |
1,901,984 |
1.94 |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
| Common |
Buy Transaction |
16,460 |
18.8900 USD |
| Common |
Buy Transaction |
166 |
18.9000 USD |
| Common |
Buy Transaction |
725 |
18.9003 USD |
| Common |
Buy Transaction |
18 |
18.9028 USD |
| Common |
Buy Transaction |
2,227 |
18.9045 USD |
| Common |
Buy Transaction |
125 |
18.9073 USD |
| Common |
Buy Transaction |
5 |
18.9100 USD |
| Common |
Buy Transaction |
10 |
18.9140 USD |
| Common |
Buy Transaction |
104 |
18.9150 USD |
| Common |
Buy Transaction |
112 |
18.9151 USD |
| Common |
Buy Transaction |
705 |
18.9157 USD |
| Common |
Buy Transaction |
4,118 |
18.9184 USD |
| Common |
Buy Transaction |
1,207 |
18.9200 USD |
| Common |
Buy Transaction |
658 |
18.9212 USD |
| Common |
Buy Transaction |
19 |
18.9237 USD |
| Common |
Buy Transaction |
1,000 |
18.9240 USD |
| Common |
Buy Transaction |
158 |
18.9249 USD |
| Common |
Buy Transaction |
606 |
18.9250 USD |
| Common |
Buy Transaction |
300 |
18.9250 USD |
| Common |
Buy Transaction |
283 |
18.9250 USD |
| Common |
Buy Transaction |
593 |
18.9267 USD |
| Common |
Buy Transaction |
4 |
18.9275 USD |
| Common |
Buy Transaction |
7 |
18.9286 USD |
| Common |
Buy Transaction |
16 |
18.9294 USD |
| Common |
Buy Transaction |
2,125 |
18.9300 USD |
| Common |
Buy Transaction |
512 |
18.9300 USD |
| Common |
Buy Transaction |
614 |
18.9301 USD |
| Common |
Buy Transaction |
31 |
18.9339 USD |
| Common |
Buy Transaction |
1,453 |
18.9343 USD |
| Common |
Buy Transaction |
222 |
18.9349 USD |
| Common |
Buy Transaction |
55 |
18.9351 USD |
| Common |
Buy Transaction |
131 |
18.9351 USD |
| Common |
Buy Transaction |
1,765 |
18.9359 USD |
| Common |
Buy Transaction |
157 |
18.9375 USD |
| Common |
Buy Transaction |
102 |
18.9378 USD |
| Common |
Buy Transaction |
71 |
18.9400 USD |
| Common |
Buy Transaction |
2,690 |
18.9418 USD |
| Common |
Buy Transaction |
99 |
18.9451 USD |
| Common |
Buy Transaction |
351 |
18.9454 USD |
| Common |
Buy Transaction |
41 |
18.9471 USD |
| Common |
Buy Transaction |
55 |
18.9482 USD |
| Common |
Buy Transaction |
13 |
18.9485 USD |
| Common |
Buy Transaction |
584 |
18.9496 USD |
| Common |
Buy Transaction |
985 |
18.9499 USD |
| Common |
Buy Transaction |
1,213 |
18.9500 USD |
| Common |
Buy Transaction |
1,333 |
18.9508 USD |
| Common |
Buy Transaction |
836 |
18.9554 USD |
| Common |
Buy Transaction |
61 |
18.9570 USD |
| Common |
Buy Transaction |
401 |
18.9576 USD |
| Common |
Buy Transaction |
217 |
18.9578 USD |
| Common |
Buy Transaction |
19,347 |
18.9600 USD |
| Common |
Buy Transaction |
475 |
18.9611 USD |
| Common |
Buy Transaction |
600 |
18.9650 USD |
| Common |
Buy Transaction |
46 |
18.9652 USD |
| Common |
Buy Transaction |
800 |
18.9662 USD |
| Common |
Buy Transaction |
181 |
18.9664 USD |
| Common |
Buy Transaction |
2,950 |
18.9700 USD |
| Common |
Buy Transaction |
498 |
18.9742 USD |
| Common |
Buy Transaction |
907 |
18.9745 USD |
| Common |
Buy Transaction |
490 |
18.9800 USD |
| Common |
Buy Transaction |
784 |
18.9849 USD |
| Common |
Buy Transaction |
800 |
18.9900 USD |
| Common |
Buy Transaction |
512 |
18.9939 USD |
| Common |
Buy Transaction |
400 |
18.9950 USD |
| Common |
Buy Transaction |
200 |
19.0000 USD |
| Common |
Sell Transaction |
8,230 |
18.8900 USD |
| Common |
Sell Transaction |
4,000 |
18.9000 USD |
| Common |
Sell Transaction |
200 |
18.9100 USD |
| Common |
Sell Transaction |
312 |
18.9150 USD |
| Common |
Sell Transaction |
400 |
18.9163 USD |
| Common |
Sell Transaction |
535 |
18.9163 USD |
| Common |
Sell Transaction |
307 |
18.9167 USD |
| Common |
Sell Transaction |
158 |
18.9174 USD |
| Common |
Sell Transaction |
1,412 |
18.9200 USD |
| Common |
Sell Transaction |
658 |
18.9212 USD |
| Common |
Sell Transaction |
606 |
18.9217 USD |
| Common |
Sell Transaction |
319 |
18.9224 USD |
| Common |
Sell Transaction |
53 |
18.9243 USD |
| Common |
Sell Transaction |
101 |
18.9250 USD |
| Common |
Sell Transaction |
266 |
18.9259 USD |
| Common |
Sell Transaction |
10 |
18.9260 USD |
| Common |
Sell Transaction |
114 |
18.9261 USD |
| Common |
Sell Transaction |
1,225 |
18.9282 USD |
| Common |
Sell Transaction |
383 |
18.9300 USD |
| Common |
Sell Transaction |
146 |
18.9312 USD |
| Common |
Sell Transaction |
432 |
18.9325 USD |
| Common |
Sell Transaction |
102 |
18.9350 USD |
| Common |
Sell Transaction |
11 |
18.9355 USD |
| Common |
Sell Transaction |
453 |
18.9358 USD |
| Common |
Sell Transaction |
95 |
18.9365 USD |
| Common |
Sell Transaction |
344 |
18.9400 USD |
| Common |
Sell Transaction |
300 |
18.9417 USD |
| Common |
Sell Transaction |
2 |
18.9450 USD |
| Common |
Sell Transaction |
1,056 |
18.9462 USD |
| Common |
Sell Transaction |
251 |
18.9469 USD |
| Common |
Sell Transaction |
400 |
18.9475 USD |
| Common |
Sell Transaction |
597 |
18.9489 USD |
| Common |
Sell Transaction |
1,736 |
18.9500 USD |
| Common |
Sell Transaction |
110 |
18.9509 USD |
| Common |
Sell Transaction |
153 |
18.9521 USD |
| Common |
Sell Transaction |
150 |
18.9537 USD |
| Common |
Sell Transaction |
645 |
18.9547 USD |
| Common |
Sell Transaction |
800 |
18.9550 USD |
| Common |
Sell Transaction |
75 |
18.9556 USD |
| Common |
Sell Transaction |
304 |
18.9568 USD |
| Common |
Sell Transaction |
1,691 |
18.9578 USD |
| Common |
Sell Transaction |
406 |
18.9583 USD |
| Common |
Sell Transaction |
2,131 |
18.9590 USD |
| Common |
Sell Transaction |
77 |
18.9596 USD |
| Common |
Sell Transaction |
201 |
18.9600 USD |
| Common |
Sell Transaction |
4,575 |
18.9600 USD |
| Common |
Sell Transaction |
352 |
18.9650 USD |
| Common |
Sell Transaction |
855 |
18.9673 USD |
| Common |
Sell Transaction |
89 |
18.9687 USD |
| Common |
Sell Transaction |
1,053 |
18.9690 USD |
| Common |
Sell Transaction |
891 |
18.9700 USD |
| Common |
Sell Transaction |
42 |
18.9729 USD |
| Common |
Sell Transaction |
5 |
18.9760 USD |
| Common |
Sell Transaction |
211 |
18.9783 USD |
| Common |
Sell Transaction |
101 |
18.9799 USD |
| Common |
Sell Transaction |
1,696 |
18.9800 USD |
| Common |
Sell Transaction |
200 |
18.9900 USD |
| Common |
Sell Transaction |
828 |
19.0000 USD |
Ap29
(b) Cash-settled derivative transactions
| Class of |
Product |
Nature of dealing |
Number of |
Price |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
| Common |
Call Option |
Buy Transaction |
300 |
20.0000 USD |
American |
2027-01-15 |
0.4700 USD |
| Common |
Call Option |
Buy Transaction |
300 |
17.5000 USD |
American |
2025-11-21 |
1.5000 USD |
| Common |
Call Option |
Buy Transaction |
200 |
15.0000 USD |
American |
2025-11-21 |
4.0000 USD |
| Common |
Put Option |
Sell Transaction |
20,000 |
5.0000 USD |
American |
2026-01-16 |
0.0500 USD |
| Common |
Put Option |
Sell Transaction |
30,000 |
5.0000 USD |
American |
2026-01-16 |
0.0900 USD |
(ii) Exercise
| Class of |
Product |
Exercising/ |
Number of |
Exercise |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
| Class of |
Nature of dealing |
Details |
Price per unit (if |
|
|
|
|
|
Ap30
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
| Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| None |
(c) Attachments
| Is a Supplemental Form 8 attached? |
YES |
| Date of disclosure |
6 November 2025 |
| Contact name |
Paula Santos |
| Telephone number |
020 7645 9700 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
Ap32
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
| Full name of person making |
Citadel Group |
| Name of offeror/offeree in relation |
AVADEL PHARMACEUTICALS PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
| Common |
Put Option |
Purchased |
0 |
10.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
200 |
25.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-2,900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-1,000 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-3,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
0 |
20.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-60,700 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
0 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-300 |
15.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Purchased |
2,200 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Put Option |
Purchased |
-100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
7,200 |
7.5 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-100 |
7.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
200 |
22.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-100 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
3,100 |
25.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-4,700 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
0 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-200 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-4,600 |
12.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Purchased |
5,600 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
5,100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-1,000 |
17.5 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
24,200 |
22.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-45,000 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-3,800 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
5,800 |
22.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Purchased |
0 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-100 |
35.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-30,000 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-100 |
25.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-7,600 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-184,000 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-165,900 |
20.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-2,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-9,600 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
24,900 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-14,400 |
10.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-35,400 |
5.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-52,000 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-1,900 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-3,400 |
22.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-1,700 |
30.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-1,700 |
25.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-10,100 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-4,800 |
17.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
1,600 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-5,400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-31,500 |
15.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Sold |
11,800 |
17.5 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Sold |
4,400 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-2,300 |
30.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-10,700 |
7.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
8,200 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-4,400 |
22.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-150,600 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
59,000 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-44,000 |
20.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-65,900 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-6,200 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
100 |
10.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Sold |
400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-219,200 |
12.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-800 |
20.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-33,500 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
1,900 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
5,400 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-900 |
20.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-227,300 |
17.5 USD
|
American
|
21/11/2025
|
3. AGREEMENTS TO PURCHASE OR SELL
| Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
Ap33
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS' AND OTHER EMPLOYEE OPTIONS)
| Class of relevant security in relation to which subscription right exists: |
|
| Details, including nature of the rights concerned and relevant percentages: |
|
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.