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 |
3 December 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 |
997,740 |
1.02 |
277,101 |
0.28 |
| (2) Cash-settled derivatives |
0 |
0.00 |
0 |
0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
190,700 |
0.19 |
792,000 |
0.81 |
| Total |
1,188,440 |
1.21 |
1,069,101 |
1.09 |
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 |
1,393 |
21.3500 USD |
| Common |
Buy Transaction |
8,147 |
21.3502 USD |
| Common |
Buy Transaction |
589 |
21.3512 USD |
| Common |
Buy Transaction |
500 |
21.3530 USD |
| Common |
Buy Transaction |
114 |
21.3550 USD |
| Common |
Buy Transaction |
155 |
21.3550 USD |
| Common |
Buy Transaction |
758 |
21.3550 USD |
| Common |
Buy Transaction |
32 |
21.3556 USD |
| Common |
Buy Transaction |
463 |
21.3557 USD |
| Common |
Buy Transaction |
12,913 |
21.3570 USD |
| Common |
Buy Transaction |
354 |
21.3580 USD |
| Common |
Buy Transaction |
1,420 |
21.3584 USD |
| Common |
Buy Transaction |
336 |
21.3592 USD |
| Common |
Buy Transaction |
834 |
21.3597 USD |
| Common |
Buy Transaction |
21,417 |
21.3600 USD |
| Common |
Buy Transaction |
1,000 |
21.3601 USD |
| Common |
Buy Transaction |
57 |
21.3614 USD |
| Common |
Buy Transaction |
219 |
21.3632 USD |
| Common |
Buy Transaction |
99 |
21.3635 USD |
| Common |
Buy Transaction |
677 |
21.3639 USD |
| Common |
Buy Transaction |
238 |
21.3642 USD |
| Common |
Buy Transaction |
2,953 |
21.3643 USD |
| Common |
Buy Transaction |
92 |
21.3643 USD |
| Common |
Buy Transaction |
177 |
21.3647 USD |
| Common |
Buy Transaction |
113 |
21.3647 USD |
| Common |
Buy Transaction |
1,711 |
21.3649 USD |
| Common |
Buy Transaction |
162 |
21.3650 USD |
| Common |
Buy Transaction |
103 |
21.3670 USD |
| Common |
Buy Transaction |
5,881 |
21.3679 USD |
| Common |
Buy Transaction |
104 |
21.3680 USD |
| Common |
Buy Transaction |
33,387 |
21.3700 USD |
| Common |
Buy Transaction |
9,500 |
21.3711 USD |
| Common |
Buy Transaction |
936 |
21.3711 USD |
| Common |
Buy Transaction |
490 |
21.3711 USD |
| Common |
Buy Transaction |
602 |
21.3733 USD |
| Common |
Buy Transaction |
9,757 |
21.3736 USD |
| Common |
Buy Transaction |
1,367 |
21.3738 USD |
| Common |
Buy Transaction |
648 |
21.3746 USD |
| Common |
Buy Transaction |
6,744 |
21.3748 USD |
| Common |
Buy Transaction |
291 |
21.3748 USD |
| Common |
Buy Transaction |
600 |
21.3750 USD |
| Common |
Buy Transaction |
1,053 |
21.3761 USD |
| Common |
Buy Transaction |
221 |
21.3790 USD |
| Common |
Buy Transaction |
436 |
21.3799 USD |
| Common |
Buy Transaction |
201 |
21.3800 USD |
| Common |
Buy Transaction |
1,564 |
21.3800 USD |
| Common |
Buy Transaction |
25 |
21.3832 USD |
| Common |
Buy Transaction |
300 |
21.3833 USD |
| Common |
Buy Transaction |
700 |
21.3850 USD |
| Common |
Buy Transaction |
419 |
21.3852 USD |
| Common |
Buy Transaction |
1,400 |
21.3939 USD |
| Common |
Buy Transaction |
700 |
21.4000 USD |
| Common |
Buy Transaction |
1 |
21.4300 USD |
| Common |
Sell Transaction |
3,025 |
21.3500 USD |
| Common |
Sell Transaction |
8,047 |
21.3501 USD |
| Common |
Sell Transaction |
36 |
21.3511 USD |
| Common |
Sell Transaction |
100 |
21.3550 USD |
| Common |
Sell Transaction |
1,025 |
21.3550 USD |
| Common |
Sell Transaction |
201 |
21.3551 USD |
| Common |
Sell Transaction |
1,107 |
21.3555 USD |
| Common |
Sell Transaction |
180 |
21.3565 USD |
| Common |
Sell Transaction |
641 |
21.3586 USD |
| Common |
Sell Transaction |
534 |
21.3586 USD |
| Common |
Sell Transaction |
557 |
21.3589 USD |
| Common |
Sell Transaction |
257 |
21.3589 USD |
| Common |
Sell Transaction |
218 |
21.3592 USD |
| Common |
Sell Transaction |
570 |
21.3594 USD |
| Common |
Sell Transaction |
110 |
21.3596 USD |
| Common |
Sell Transaction |
28,770 |
21.3600 USD |
| Common |
Sell Transaction |
634 |
21.3606 USD |
| Common |
Sell Transaction |
375 |
21.3607 USD |
| Common |
Sell Transaction |
22 |
21.3614 USD |
| Common |
Sell Transaction |
239 |
21.3617 USD |
| Common |
Sell Transaction |
9,400 |
21.3623 USD |
| Common |
Sell Transaction |
1,100 |
21.3627 USD |
| Common |
Sell Transaction |
650 |
21.3631 USD |
| Common |
Sell Transaction |
1,941 |
21.3636 USD |
| Common |
Sell Transaction |
109 |
21.3638 USD |
| Common |
Sell Transaction |
64 |
21.3641 USD |
| Common |
Sell Transaction |
678 |
21.3652 USD |
| Common |
Sell Transaction |
7 |
21.3671 USD |
| Common |
Sell Transaction |
30 |
21.3673 USD |
| Common |
Sell Transaction |
400 |
21.3675 USD |
| Common |
Sell Transaction |
2,517 |
21.3680 USD |
| Common |
Sell Transaction |
324 |
21.3693 USD |
| Common |
Sell Transaction |
4,678 |
21.3697 USD |
| Common |
Sell Transaction |
301 |
21.3700 USD |
| Common |
Sell Transaction |
31,235 |
21.3700 USD |
| Common |
Sell Transaction |
1,884 |
21.3723 USD |
| Common |
Sell Transaction |
400 |
21.3725 USD |
| Common |
Sell Transaction |
300 |
21.3733 USD |
| Common |
Sell Transaction |
500 |
21.3750 USD |
| Common |
Sell Transaction |
187 |
21.3750 USD |
| Common |
Sell Transaction |
100 |
21.3756 USD |
| Common |
Sell Transaction |
700 |
21.3793 USD |
| Common |
Sell Transaction |
279 |
21.3798 USD |
| Common |
Sell Transaction |
100 |
21.3800 USD |
| Common |
Sell Transaction |
359 |
21.3834 USD |
| Common |
Sell Transaction |
485 |
21.3869 USD |
| Common |
Sell Transaction |
140 |
21.3873 USD |
| Common |
Sell Transaction |
1,086 |
21.3879 USD |
| Common |
Sell Transaction |
222 |
21.3880 USD |
| Common |
Sell Transaction |
209 |
21.3883 USD |
| Common |
Sell Transaction |
106 |
21.3883 USD |
| Common |
Sell Transaction |
817 |
21.3900 USD |
| Common |
Sell Transaction |
471 |
21.3923 USD |
| Common |
Sell Transaction |
1,382 |
21.4000 USD |
| Common |
Sell Transaction |
400 |
21.4050 USD |
| Common |
Sell Transaction |
137 |
21.4050 USD |
| Common |
Sell Transaction |
174 |
21.4085 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 |
10,500 |
20.0000 USD |
American |
2025-12-19 |
1.3500 USD |
| Common |
Call Option |
Buy Transaction |
6,000 |
20.0000 USD |
American |
2025-12-19 |
1.3600 USD |
| Common |
Call Option |
Buy Transaction |
7,200 |
20.0000 USD |
American |
2025-12-19 |
1.4000 USD |
| Common |
Call Option |
Buy Transaction |
100 |
10.0000 USD |
American |
2027-01-15 |
11.2300 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 |
4 December 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 |
-900 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-4,700 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Purchased |
24,200 |
22.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
0 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-100 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
4,200 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
29,100 |
20.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
0 |
10.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Purchased |
5,100 |
22.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
0 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-3,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-200 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-60,700 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-44,400 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
-2,900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Purchased |
0 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-100 |
7.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-3,800 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
3,000 |
25.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-1,000 |
17.5 USD
|
American
|
18/06/2026
|
| 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 |
Call Option |
Purchased |
2,200 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Put Option |
Sold |
5,300 |
20.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-46,200 |
20.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-100 |
35.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
24,900 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
5,500 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
59,000 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-4,900 |
22.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-10,000 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-65,900 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-100 |
30.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-6,800 |
25.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-38,000 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-2,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
1,600 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-13,400 |
10.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-5,100 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-30,000 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-1,700 |
25.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-34,200 |
5.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-148,000 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-6,200 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-182,900 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-9,600 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-31,800 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-100 |
20.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-5,400 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
2,000 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
8,200 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-9,900 |
22.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-2,600 |
30.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-4,800 |
17.5 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
4,400 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-10,200 |
7.5 USD
|
American
|
15/01/2027
|
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.