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 |
10 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 |
1,835,072 |
1.87 |
446,828 |
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 |
1,479,700 |
1.51 |
| Total |
2,007,272 |
2.05 |
1,926,528 |
1.97 |
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 |
23 |
18.6300 USD |
| Common |
Buy Transaction |
602 |
18.6900 USD |
| Common |
Buy Transaction |
1,551 |
18.7000 USD |
| Common |
Buy Transaction |
170 |
18.7025 USD |
| Common |
Buy Transaction |
96 |
18.7050 USD |
| Common |
Buy Transaction |
1 |
18.7100 USD |
| Common |
Buy Transaction |
49 |
18.7161 USD |
| Common |
Buy Transaction |
13 |
18.7192 USD |
| Common |
Buy Transaction |
1,100 |
18.7200 USD |
| Common |
Buy Transaction |
40 |
18.7228 USD |
| Common |
Buy Transaction |
450 |
18.7228 USD |
| Common |
Buy Transaction |
4,700 |
18.7250 USD |
| Common |
Buy Transaction |
284 |
18.7255 USD |
| Common |
Buy Transaction |
7 |
18.7257 USD |
| Common |
Buy Transaction |
825 |
18.7270 USD |
| Common |
Buy Transaction |
180 |
18.7270 USD |
| Common |
Buy Transaction |
136 |
18.7276 USD |
| Common |
Buy Transaction |
36 |
18.7289 USD |
| Common |
Buy Transaction |
802 |
18.7300 USD |
| Common |
Buy Transaction |
574 |
18.7302 USD |
| Common |
Buy Transaction |
1,256 |
18.7318 USD |
| Common |
Buy Transaction |
103 |
18.7325 USD |
| Common |
Buy Transaction |
234 |
18.7335 USD |
| Common |
Buy Transaction |
3,034 |
18.7340 USD |
| Common |
Buy Transaction |
1,214 |
18.7348 USD |
| Common |
Buy Transaction |
144 |
18.7350 USD |
| Common |
Buy Transaction |
671 |
18.7350 USD |
| Common |
Buy Transaction |
1,000 |
18.7350 USD |
| Common |
Buy Transaction |
591 |
18.7355 USD |
| Common |
Buy Transaction |
539 |
18.7358 USD |
| Common |
Buy Transaction |
16 |
18.7362 USD |
| Common |
Buy Transaction |
3,228 |
18.7388 USD |
| Common |
Buy Transaction |
909 |
18.7400 USD |
| Common |
Buy Transaction |
1,897 |
18.7403 USD |
| Common |
Buy Transaction |
1,240 |
18.7410 USD |
| Common |
Buy Transaction |
1,049 |
18.7417 USD |
| Common |
Buy Transaction |
268 |
18.7435 USD |
| Common |
Buy Transaction |
239 |
18.7449 USD |
| Common |
Buy Transaction |
1,645 |
18.7492 USD |
| Common |
Buy Transaction |
26 |
18.7500 USD |
| Common |
Buy Transaction |
90 |
18.7522 USD |
| Common |
Buy Transaction |
16 |
18.7550 USD |
| Common |
Buy Transaction |
518 |
18.7576 USD |
| Common |
Buy Transaction |
792 |
18.7586 USD |
| Common |
Buy Transaction |
316 |
18.7600 USD |
| Common |
Buy Transaction |
1,670 |
18.7601 USD |
| Common |
Buy Transaction |
554 |
18.7650 USD |
| Common |
Buy Transaction |
8,200 |
18.7700 USD |
| Common |
Buy Transaction |
117 |
18.7701 USD |
| Common |
Buy Transaction |
53 |
18.7736 USD |
| Common |
Buy Transaction |
1,000 |
18.7770 USD |
| Common |
Buy Transaction |
1,225 |
18.7772 USD |
| Common |
Buy Transaction |
550 |
18.7941 USD |
| Common |
Buy Transaction |
1,951 |
18.8000 USD |
| Common |
Buy Transaction |
1,000 |
18.8000 USD |
| Common |
Sell Transaction |
521 |
18.6900 USD |
| Common |
Sell Transaction |
500 |
18.6950 USD |
| Common |
Sell Transaction |
64 |
18.6962 USD |
| Common |
Sell Transaction |
5,512 |
18.7000 USD |
| Common |
Sell Transaction |
28 |
18.7014 USD |
| Common |
Sell Transaction |
21 |
18.7033 USD |
| Common |
Sell Transaction |
5,450 |
18.7100 USD |
| Common |
Sell Transaction |
208 |
18.7118 USD |
| Common |
Sell Transaction |
539 |
18.7174 USD |
| Common |
Sell Transaction |
201 |
18.7200 USD |
| Common |
Sell Transaction |
106 |
18.7221 USD |
| Common |
Sell Transaction |
1,300 |
18.7250 USD |
| Common |
Sell Transaction |
200 |
18.7250 USD |
| Common |
Sell Transaction |
405 |
18.7251 USD |
| Common |
Sell Transaction |
12 |
18.7258 USD |
| Common |
Sell Transaction |
527 |
18.7272 USD |
| Common |
Sell Transaction |
6,602 |
18.7274 USD |
| Common |
Sell Transaction |
310 |
18.7287 USD |
| Common |
Sell Transaction |
70 |
18.7293 USD |
| Common |
Sell Transaction |
2,157 |
18.7300 USD |
| Common |
Sell Transaction |
366 |
18.7307 USD |
| Common |
Sell Transaction |
750 |
18.7310 USD |
| Common |
Sell Transaction |
670 |
18.7311 USD |
| Common |
Sell Transaction |
993 |
18.7330 USD |
| Common |
Sell Transaction |
1,679 |
18.7335 USD |
| Common |
Sell Transaction |
800 |
18.7338 USD |
| Common |
Sell Transaction |
1,450 |
18.7340 USD |
| Common |
Sell Transaction |
520 |
18.7350 USD |
| Common |
Sell Transaction |
97 |
18.7351 USD |
| Common |
Sell Transaction |
350 |
18.7357 USD |
| Common |
Sell Transaction |
762 |
18.7360 USD |
| Common |
Sell Transaction |
3 |
18.7367 USD |
| Common |
Sell Transaction |
726 |
18.7396 USD |
| Common |
Sell Transaction |
158 |
18.7397 USD |
| Common |
Sell Transaction |
5,781 |
18.7400 USD |
| Common |
Sell Transaction |
1,164 |
18.7404 USD |
| Common |
Sell Transaction |
569 |
18.7412 USD |
| Common |
Sell Transaction |
1,281 |
18.7417 USD |
| Common |
Sell Transaction |
200 |
18.7426 USD |
| Common |
Sell Transaction |
614 |
18.7437 USD |
| Common |
Sell Transaction |
559 |
18.7443 USD |
| Common |
Sell Transaction |
400 |
18.7450 USD |
| Common |
Sell Transaction |
15 |
18.7453 USD |
| Common |
Sell Transaction |
448 |
18.7459 USD |
| Common |
Sell Transaction |
589 |
18.7466 USD |
| Common |
Sell Transaction |
1,584 |
18.7468 USD |
| Common |
Sell Transaction |
800 |
18.7475 USD |
| Common |
Sell Transaction |
911 |
18.7483 USD |
| Common |
Sell Transaction |
200 |
18.7500 USD |
| Common |
Sell Transaction |
5 |
18.7540 USD |
| Common |
Sell Transaction |
100 |
18.7550 USD |
| Common |
Sell Transaction |
118 |
18.7569 USD |
| Common |
Sell Transaction |
359 |
18.7579 USD |
| Common |
Sell Transaction |
1,111 |
18.7600 USD |
| Common |
Sell Transaction |
225 |
18.7623 USD |
| Common |
Sell Transaction |
124 |
18.7650 USD |
| Common |
Sell Transaction |
60 |
18.7652 USD |
| Common |
Sell Transaction |
103 |
18.7676 USD |
| Common |
Sell Transaction |
1,951 |
18.8000 USD |
| Common |
Sell Transaction |
832 |
18.8000 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 |
100 |
17.5000 USD |
American |
2026-01-16 |
1.7000 USD |
| Common |
Call Option |
Buy Transaction |
900 |
10.0000 USD |
American |
2027-01-15 |
8.7600 USD |
| Common |
Call Option |
Sell Transaction |
300 |
30.0000 USD |
American |
2026-01-16 |
0.0400 USD |
| Common |
Call Option |
Sell Transaction |
500 |
17.5000 USD |
American |
2025-11-21 |
1.2900 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 |
11 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 |
Call Option |
Purchased |
0 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-300 |
15.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-100 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
200 |
22.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-4,700 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-60,700 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
0 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
0 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
200 |
25.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Purchased |
3,100 |
25.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-1,000 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
5,600 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-3,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
0 |
10.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
5,800 |
22.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-100 |
7.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-2,900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-3,800 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
7,200 |
7.5 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-4,600 |
12.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Purchased |
2,200 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
5,100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
24,200 |
22.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
0 |
20.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Purchased |
-45,000 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-200 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-1,000 |
17.5 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Sold |
-52,000 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-1,800 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-100 |
35.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
1,600 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-33,500 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-1,700 |
25.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-4,400 |
22.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-184,000 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-52,000 |
20.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-7,600 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-227,800 |
17.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-13,500 |
10.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
8,200 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-6,200 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-150,600 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-2,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
59,000 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-9,600 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-179,200 |
20.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-31,500 |
15.0 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Sold |
400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
4,400 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
1,900 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-2,600 |
30.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-65,900 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-1,700 |
30.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-4,800 |
17.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-35,400 |
5.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-5,400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-10,700 |
7.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-3,400 |
22.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-30,000 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
11,800 |
17.5 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-100 |
25.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-900 |
20.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
100 |
10.0 USD
|
American
|
21/11/2025
|
| Common |
Call Option |
Sold |
-219,200 |
12.5 USD
|
American
|
21/11/2025
|
| Common |
Put Option |
Sold |
24,900 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
5,400 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-10,100 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-4,300 |
20.0 USD
|
American
|
19/12/2025
|
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.