| FORM 8.5 (EPT/NON-RI) |
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| PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN |
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| EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS |
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| (OR WHERE RI STATUS IS NOT APPLICABLE) |
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| Rule 8.5 of the Takeover Code (the "Code") |
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| 1. |
KEY INFORMATION |
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| (a) |
Name of exempt principal trader: |
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BARCLAYS CAPITAL SECURITIES LTD |
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| (b) |
Name of offeror/offeree in relation to whose |
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DOWLAIS GROUP PLC |
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relevant securities this form relates: |
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| (c) |
Name of the party to the offer with which exempt |
DOWLAIS GROUP PLC |
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principal trader is connected |
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| (d) |
Date position held/dealing undertaken: |
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23 Jun 2025 |
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| (e) |
In addition to the company in 1(b) above, is the exempt principal |
YES: |
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trader making disclosures in respect of any other party to the offer? |
AMERICAN AXLE & MANUFACTURING HOLDINGS INC |
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| 2. |
POSITIONS OF THE EXEMPT PRINCIPAL TRADER |
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| (a) |
Interests and short positions in the relevant securities of the offeror or offeree |
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to which the disclosure relates following the dealing (if any) |
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| Class of relevant security: |
1p ordinary |
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Interests |
Short Positions |
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Number |
(%) |
Number |
(%) |
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| (1) |
Relevant securities owned |
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and/or controlled: |
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47,885,530 |
3.64% |
1,280,562 |
0.10% |
| (2) |
Cash-settled derivatives: |
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and/or controlled: |
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993,696 |
0.08% |
47,507,724 |
3.61% |
| (3) |
Stock-settled derivatives (including options) |
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and agreements to purchase/sell: |
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0 |
0.00% |
0 |
0.00% |
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TOTAL: |
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48,879,226 |
3.71% |
48,788,286 |
3.71% |
| (b) |
Rights to subscribe for new securities (including directors and other executive |
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options) |
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| Class of relevant security in relation to |
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| which subscription right exists |
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| Details, including nature of the rights |
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| concerned and relevant percentages: |
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| 3. |
DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER |
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| (a) |
Purchases and sales |
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| Class of relevant |
Purchase/sale |
Total number of |
Highest price per unit |
Lowest price per unit |
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| security |
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securities |
paid/received |
paid/received |
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| 1p ordinary |
Purchase |
2,599,151 |
0.6611 GBP |
0.6505 GBP |
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| 1p ordinary |
Sale |
2,287,316 |
0.6605 GBP |
0.6505 GBP |
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| (b) |
Cash-settled derivative transactions |
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| Class of |
Product |
Nature of dealing |
Number of |
Price per |
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| relevant |
description |
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reference |
unit |
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| security |
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securities |
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| 1p ordinary |
SWAP |
Decreasing Short |
9,212 |
0.6525 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
41,480 |
0.6554 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
231,751 |
0.6557 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
127,519 |
0.6560 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
76,487 |
0.6562 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
174,990 |
0.6564 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
6,720 |
0.6566 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
205,085 |
0.6574 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
12,888 |
0.6575 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
1,129 |
0.6577 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
55,866 |
0.6579 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
2,242 |
0.6585 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
64,434 |
0.6586 GBP |
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| 1p ordinary |
SWAP |
Decreasing Short |
687 |
0.6610 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
96,003 |
0.6511 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
96,003 |
0.6526 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
15,687 |
0.6572 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
1,246 |
0.6574 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
1,000,422 |
0.6575 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
756 |
0.6581 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
32,007 |
0.6584 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
2,494 |
0.6585 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
48,001 |
0.6601 GBP |
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| 1p ordinary |
SWAP |
Increasing Short |
28,163 |
0.6611 GBP |
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| 1p ordinary |
CFD |
Decreasing Long |
1,543 |
0.6575 GBP |
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| (c) |
Stock-settled derivative transactions (including options) |
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| (i) |
Writing, selling, purchasing or varying |
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| Class |
Product |
Writing, |
Number |
Exercise |
Type |
Expiry |
Option |
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description |
purchasing, |
of |
price |
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date |
money |
| relevant |
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selling, |
securities |
per unit |
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paid/ |
| security |
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varying etc |
to which |
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received |
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option |
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per unit |
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relates |
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| (ii) |
Exercising |
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| Class of relevant |
Product description |
Exercising/ exercised against |
Number of |
Exercise price per |
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securities |
unit |
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| (d) |
Other dealings (including subscribing for new securities) |
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| Class of relevant |
Nature of Dealings |
Details |
Price per unit (if |
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| security |
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applicable) |
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| 4. |
OTHER INFORMATION |
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| (a) |
Indemnity and other dealings arrangements |
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| Details of any indemnity or option arrangement, or any agreement or understanding, |
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| formal or informal, relating to relevant securities which may be an inducement to deal |
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| or refrain from dealing entered into by the exempt principal trader making the disclosure and any party |
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| to the offer or any person acting in concert with a party to the offer: |
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| NONE |
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| (b) |
Agreements, arrangements or understandings relating to options or derivatives |
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| Details of any agreement, arrangement or understanding, formal or informal, between |
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| the exempt principal trader making the disclosure and any other person relating to: |
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| (i) the voting rights of any relevant securities under any option; or |
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| (ii) the voting rights of future acquisition or disposal of any relevant securities to which |
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| any derivative is referenced: |
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| NONE |
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| (c) |
Attachments |
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| Is a Supplemental Form 8 (Open Positions) attached? |
NO |
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| Date of disclosure: |
24 Jun 2025 |
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| Contact name: |
Large Holdings Regulatory Operations |
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| Telephone number: |
020 3134 7213 |
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