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 |
18 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 |
936,799 |
0.95 |
209,054 |
0.21 |
| (2) Cash-settled derivatives |
0 |
0.00 |
0 |
0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
253,400 |
0.25 |
808,700 |
0.82 |
| Total |
1,190,199 |
1.21 |
1,017,754 |
1.03 |
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 |
21.3800 USD |
| Common |
Buy Transaction |
1,109 |
21.3900 USD |
| Common |
Buy Transaction |
385 |
21.3926 USD |
| Common |
Buy Transaction |
592 |
21.3934 USD |
| Common |
Buy Transaction |
26 |
21.3938 USD |
| Common |
Buy Transaction |
310 |
21.3950 USD |
| Common |
Buy Transaction |
9 |
21.3956 USD |
| Common |
Buy Transaction |
480 |
21.3975 USD |
| Common |
Buy Transaction |
1,937 |
21.3984 USD |
| Common |
Buy Transaction |
304 |
21.3985 USD |
| Common |
Buy Transaction |
610 |
21.3986 USD |
| Common |
Buy Transaction |
201 |
21.4000 USD |
| Common |
Buy Transaction |
924 |
21.4000 USD |
| Common |
Buy Transaction |
729 |
21.4005 USD |
| Common |
Buy Transaction |
160 |
21.4019 USD |
| Common |
Buy Transaction |
700 |
21.4043 USD |
| Common |
Buy Transaction |
11 |
21.4050 USD |
| Common |
Buy Transaction |
734 |
21.4065 USD |
| Common |
Buy Transaction |
287 |
21.4070 USD |
| Common |
Buy Transaction |
82 |
21.4078 USD |
| Common |
Buy Transaction |
400 |
21.4090 USD |
| Common |
Buy Transaction |
556 |
21.4093 USD |
| Common |
Buy Transaction |
1,739 |
21.4096 USD |
| Common |
Buy Transaction |
7,306 |
21.4100 USD |
| Common |
Buy Transaction |
157 |
21.4115 USD |
| Common |
Buy Transaction |
164 |
21.4122 USD |
| Common |
Buy Transaction |
111 |
21.4128 USD |
| Common |
Buy Transaction |
890 |
21.4136 USD |
| Common |
Buy Transaction |
700 |
21.4143 USD |
| Common |
Buy Transaction |
100 |
21.4145 USD |
| Common |
Buy Transaction |
920 |
21.4147 USD |
| Common |
Buy Transaction |
200 |
21.4150 USD |
| Common |
Buy Transaction |
193 |
21.4152 USD |
| Common |
Buy Transaction |
565 |
21.4154 USD |
| Common |
Buy Transaction |
300 |
21.4167 USD |
| Common |
Buy Transaction |
1,200 |
21.4175 USD |
| Common |
Buy Transaction |
804 |
21.4175 USD |
| Common |
Buy Transaction |
180 |
21.4198 USD |
| Common |
Buy Transaction |
7,368 |
21.4200 USD |
| Common |
Buy Transaction |
301 |
21.4211 USD |
| Common |
Buy Transaction |
1,350 |
21.4221 USD |
| Common |
Buy Transaction |
318 |
21.4228 USD |
| Common |
Buy Transaction |
246 |
21.4243 USD |
| Common |
Buy Transaction |
350 |
21.4250 USD |
| Common |
Buy Transaction |
365 |
21.4258 USD |
| Common |
Buy Transaction |
274 |
21.4278 USD |
| Common |
Buy Transaction |
88 |
21.4286 USD |
| Common |
Buy Transaction |
63 |
21.4287 USD |
| Common |
Buy Transaction |
1,518 |
21.4300 USD |
| Common |
Buy Transaction |
1,800 |
21.4400 USD |
| Common |
Buy Transaction |
2,819 |
21.4428 USD |
| Common |
Buy Transaction |
2,656 |
21.4448 USD |
| Common |
Buy Transaction |
272 |
21.4471 USD |
| Common |
Buy Transaction |
501 |
21.4500 USD |
| Common |
Sell Transaction |
4 |
21.3850 USD |
| Common |
Sell Transaction |
15 |
21.3860 USD |
| Common |
Sell Transaction |
2,100 |
21.3867 USD |
| Common |
Sell Transaction |
126 |
21.3875 USD |
| Common |
Sell Transaction |
1,000 |
21.3900 USD |
| Common |
Sell Transaction |
1,701 |
21.4000 USD |
| Common |
Sell Transaction |
5 |
21.4020 USD |
| Common |
Sell Transaction |
1 |
21.4050 USD |
| Common |
Sell Transaction |
2,900 |
21.4060 USD |
| Common |
Sell Transaction |
14 |
21.4071 USD |
| Common |
Sell Transaction |
400 |
21.4090 USD |
| Common |
Sell Transaction |
7,219 |
21.4099 USD |
| Common |
Sell Transaction |
2 |
21.4100 USD |
| Common |
Sell Transaction |
6 |
21.4117 USD |
| Common |
Sell Transaction |
129 |
21.4142 USD |
| Common |
Sell Transaction |
80 |
21.4169 USD |
| Common |
Sell Transaction |
16,338 |
21.4200 USD |
| Common |
Sell Transaction |
529 |
21.4243 USD |
| Common |
Sell Transaction |
1,455 |
21.4246 USD |
| Common |
Sell Transaction |
752 |
21.4250 USD |
| Common |
Sell Transaction |
819 |
21.4254 USD |
| Common |
Sell Transaction |
3,100 |
21.4290 USD |
| Common |
Sell Transaction |
923 |
21.4300 USD |
| Common |
Sell Transaction |
60 |
21.4303 USD |
| Common |
Sell Transaction |
44 |
21.4345 USD |
| Common |
Sell Transaction |
412 |
21.4356 USD |
| Common |
Sell Transaction |
1,696 |
21.4400 USD |
| Common |
Sell Transaction |
12 |
21.4475 USD |
| Common |
Sell Transaction |
1,605 |
21.4500 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 |
Put Option |
Buy Transaction |
18,700 |
15.0000 USD |
American |
2026-01-16 |
0.0001 USD |
| Common |
Call Option |
Sell Transaction |
5,900 |
22.5000 USD |
American |
2027-01-15 |
0.2000 USD |
| Common |
Call Option |
Sell Transaction |
2,000 |
17.5000 USD |
American |
2026-03-20 |
4.0000 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 |
19 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 |
Call Option |
Purchased |
86,200 |
20.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-79,400 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
4,200 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
0 |
25.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
0 |
10.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-3,800 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-100 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Call Option |
Purchased |
2,200 |
20.0 USD
|
American
|
18/06/2026
|
| Common |
Put Option |
Purchased |
-100 |
7.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Purchased |
5,600 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
0 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Purchased |
4,900 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Purchased |
-100 |
15.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Purchased |
15,800 |
22.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-1,000 |
17.5 USD
|
American
|
18/06/2026
|
| Common |
Put Option |
Purchased |
-2,900 |
7.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-44,400 |
10.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Purchased |
0 |
12.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Purchased |
0 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-3,000 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-200 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Purchased |
-4,700 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Purchased |
-900 |
25.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-30,000 |
15.0 USD
|
American
|
20/03/2026
|
| Common |
Put Option |
Sold |
300 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-2,600 |
30.0 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
59,000 |
5.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-12,000 |
17.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-7,500 |
7.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-2,100 |
12.5 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-38,000 |
15.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-100 |
35.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-34,200 |
5.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
4,400 |
17.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-9,600 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
1,600 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-6,200 |
12.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-179,300 |
10.0 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 |
Put Option |
Sold |
27,700 |
20.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-2,200 |
25.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-147,800 |
15.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-32,400 |
22.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-13,400 |
10.0 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-1,400 |
22.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-45,800 |
20.0 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-6,700 |
20.0 USD
|
American
|
20/03/2026
|
| Common |
Call Option |
Sold |
-10,800 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-5,100 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
2,000 |
17.5 USD
|
American
|
19/12/2025
|
| Common |
Put Option |
Sold |
5,500 |
12.5 USD
|
American
|
16/01/2026
|
| Common |
Put Option |
Sold |
8,200 |
10.0 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-100 |
20.0 USD
|
American
|
15/01/2027
|
| Common |
Put Option |
Sold |
24,900 |
7.5 USD
|
American
|
16/01/2026
|
| Common |
Call Option |
Sold |
-4,800 |
17.5 USD
|
American
|
15/01/2027
|
| Common |
Call Option |
Sold |
-5,600 |
22.5 USD
|
American
|
19/12/2025
|
| Common |
Call Option |
Sold |
-63,500 |
12.5 USD
|
American
|
16/01/2026
|
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.