REG - BkofA Merrill Lynch American Axle & Mfg. - Form 8.3- American Axle & Manufacturing Holdings

American Axle & Manufacturing HoldingsAnnouncement

Tue 11:30

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RNS Number : 9041J  Bank of America Merrill Lynch  02 December 2025

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE
Rule 8.3 of the Takeover Code (the "Code")

 

 1.  KEY INFORMATION

 (a)  Full name of discloser:                                                         Bank of America Corporation
 (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.
 (c)  Name of offeror/offeree in relation to whose relevant securities this form      AMERICAN AXLE & MANUFACTURING HOLDINGS INC
    relates:
    Use a separate form for each offeror/offeree
 (d)  If an exempt fund manager connected with an offeror/offeree, state this and
    specify identity of offeror/offeree:
 (e)  Date position held/dealing undertaken:                                          01/12/2025
    For an opening position disclosure, state the latest

 practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the                                YES

 discloser making disclosures in respect of any
If YES, specify which:

 other party to the offer?
(DOWLAIS GROUP PLC)
    If it is a cash offer or possible cash offer, state "N/A"

Bank of America Corporation

 (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.

 (c)  Name of offeror/offeree in relation to whose relevant securities this form
      relates:
      Use a separate form for each offeror/offeree

AMERICAN AXLE & MANUFACTURING HOLDINGS INC

 (d)  If an exempt fund manager connected with an offeror/offeree, state this and
      specify identity of offeror/offeree:

 (e)  Date position held/dealing undertaken:
      For an opening position disclosure, state the latest

practicable date prior to the disclosure

01/12/2025

 (f)  In addition to the company in 1(c) above, is the

discloser making disclosures in respect of any

other party to the offer?
      If it is a cash offer or possible cash offer, state "N/A"

YES

If YES, specify which:

(DOWLAIS GROUP PLC)

 

 2.  POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities

of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as
appropriate) for

each additional class of relevant security.

 

 (a)  Interests and short positions in the relevant securities of the offeror or
      offeree to which the disclosure relates following the dealing (if any)

 Class of relevant security:           USD 0.01 common
                                       Interests          Short Positions
                                       Number     %       Number     %
 (1)  Relevant securities owned        1,751,081  1.475%  2,991,752  2.521%

 and/or controlled:
 (2)  Cash-settled derivatives:        2,860,981  2.410%  1,072,941  0.904%
 (3)  Stock-settled derivatives        0          0.000%  0          0.000%

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                4,612,062  3.886%  4,064,693  3.424%

1,751,081

1.475%

2,991,752

2.521%

 (2)  Cash-settled derivatives:

2,860,981

2.410%

1,072,941

0.904%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0.000%

0

0.000%

TOTAL:

4,612,062

3.886%

4,064,693

3.424%

 

All interests and all short positions should be disclosed.

Details of 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 (Open Positions).

 

 (b)  Rights to subscribe for new securities (including directors' and other
      employee options)

 Class of relevant security in relation to   N/A

which subscription right exists:
 Details, including nature of the rights     N/A

concerned and relevant percentages:

 

 3.  DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

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 security  Purchase/sale  Number of    Price per unit

securities
 USD 0.01 common             Purchase       101          6.43 USD
 USD 0.01 common             Purchase       59           6.435255 USD
 USD 0.01 common             Purchase       881          6.44 USD
 USD 0.01 common             Purchase       293          6.45 USD
 USD 0.01 common             Purchase       72           6.450417 USD
 USD 0.01 common             Purchase       68           6.461177 USD
 USD 0.01 common             Purchase       25           6.4684 USD
 USD 0.01 common             Purchase       428          6.47 USD
 USD 0.01 common             Purchase       18           6.470556 USD
 USD 0.01 common             Purchase       26           6.471539 USD
 USD 0.01 common             Purchase       31           6.473226 USD
 USD 0.01 common             Purchase       20           6.475 USD
 USD 0.01 common             Purchase       22           6.47591 USD
 USD 0.01 common             Purchase       23           6.476957 USD
 USD 0.01 common             Purchase       17           6.477648 USD
 USD 0.01 common             Purchase       49           6.479592 USD
 USD 0.01 common             Purchase       241          6.48 USD
 USD 0.01 common             Purchase       16           6.480625 USD
 USD 0.01 common             Purchase       54           6.482778 USD
 USD 0.01 common             Purchase       20           6.483 USD
 USD 0.01 common             Purchase       24           6.483334 USD
 USD 0.01 common             Purchase       25           6.4836 USD
 USD 0.01 common             Purchase       24           6.484167 USD
 USD 0.01 common             Purchase       56           6.484822 USD
 USD 0.01 common             Purchase       146          6.485 USD
 USD 0.01 common             Purchase       100          6.4851 USD
 USD 0.01 common             Purchase       21           6.485239 USD
 USD 0.01 common             Purchase       49           6.488572 USD
 USD 0.01 common             Purchase       22           6.488637 USD
 USD 0.01 common             Purchase       100          6.4896 USD
 USD 0.01 common             Purchase       87           6.489656 USD
 USD 0.01 common             Purchase       100          6.4899 USD
 USD 0.01 common             Purchase       488          6.49 USD
 USD 0.01 common             Purchase       24           6.490417 USD
 USD 0.01 common             Purchase       28           6.491072 USD
 USD 0.01 common             Purchase       29           6.491725 USD
 USD 0.01 common             Purchase       100          6.4919 USD
 USD 0.01 common             Purchase       100          6.4926 USD
 USD 0.01 common             Purchase       100          6.4942 USD
 USD 0.01 common             Purchase       200          6.4947 USD
 USD 0.01 common             Purchase       204          6.495 USD
 USD 0.01 common             Purchase       100          6.4952 USD
 USD 0.01 common             Purchase       57           6.495264 USD
 USD 0.01 common             Purchase       65           6.497077 USD
 USD 0.01 common             Purchase       23           6.497392 USD
 USD 0.01 common             Purchase       100          6.4978 USD
 USD 0.01 common             Purchase       73           6.498083 USD
 USD 0.01 common             Purchase       29           6.498276 USD
 USD 0.01 common             Purchase       71           6.498733 USD
 USD 0.01 common             Purchase       26           6.5 USD
 USD 0.01 common             Purchase       80           6.5005 USD
 USD 0.01 common             Purchase       100          6.5006 USD
 USD 0.01 common             Purchase       23           6.501305 USD
 USD 0.01 common             Purchase       26           6.501539 USD
 USD 0.01 common             Purchase       64           6.50375 USD
 USD 0.01 common             Purchase       96           6.5075 USD
 USD 0.01 common             Purchase       23           6.508696 USD
 USD 0.01 common             Purchase       28           6.509286 USD
 USD 0.01 common             Purchase       76           6.509737 USD
 USD 0.01 common             Purchase       679          6.51 USD
 USD 0.01 common             Purchase       200          6.5113 USD
 USD 0.01 common             Purchase       22           6.511819 USD
 USD 0.01 common             Purchase       51           6.511961 USD
 USD 0.01 common             Purchase       96           6.512813 USD
 USD 0.01 common             Purchase       92           6.513805 USD
 USD 0.01 common             Purchase       22           6.514091 USD
 USD 0.01 common             Purchase       21           6.514762 USD
 USD 0.01 common             Purchase       100          6.5149 USD
 USD 0.01 common             Purchase       516          6.515 USD
 USD 0.01 common             Purchase       38           6.515264 USD
 USD 0.01 common             Purchase       100          6.5154 USD
 USD 0.01 common             Purchase       200          6.5162 USD
 USD 0.01 common             Purchase       1,130        6.52 USD
 USD 0.01 common             Purchase       200          6.5202 USD
 USD 0.01 common             Purchase       49           6.521429 USD
 USD 0.01 common             Purchase       35           6.522572 USD
 USD 0.01 common             Purchase       46           6.523696 USD
 USD 0.01 common             Purchase       36           6.524167 USD
 USD 0.01 common             Purchase       25           6.5244 USD
 USD 0.01 common             Purchase       36           6.524445 USD
 USD 0.01 common             Purchase       46           6.524566 USD
 USD 0.01 common             Purchase       906          6.525 USD
 USD 0.01 common             Purchase       33           6.525152 USD
 USD 0.01 common             Purchase       27           6.525186 USD
 USD 0.01 common             Purchase       21           6.525239 USD
 USD 0.01 common             Purchase       32           6.525625 USD
 USD 0.01 common             Purchase       10           6.526 USD
 USD 0.01 common             Purchase       41           6.526342 USD
 USD 0.01 common             Purchase       46           6.52674 USD
 USD 0.01 common             Purchase       33           6.527273 USD
 USD 0.01 common             Purchase       26           6.527308 USD
 USD 0.01 common             Purchase       215          6.53 USD
 USD 0.01 common             Purchase       45           6.530889 USD
 USD 0.01 common             Purchase       46           6.539566 USD
 USD 0.01 common             Purchase       134          6.54 USD
 USD 0.01 common             Purchase       56           6.541429 USD
 USD 0.01 common             Purchase       23           6.548261 USD
 USD 0.01 common             Purchase       32           6.549688 USD
 USD 0.01 common             Purchase       12           6.55 USD
 USD 0.01 common             Purchase       41           6.550488 USD
 USD 0.01 common             Purchase       27           6.550741 USD
 USD 0.01 common             Purchase       46           6.551305 USD
 USD 0.01 common             Purchase       55           6.552182 USD
 USD 0.01 common             Purchase       52           6.554424 USD
 USD 0.01 common             Purchase       31           6.554517 USD
 USD 0.01 common             Purchase       33           6.554546 USD
 USD 0.01 common             Purchase       24           6.554584 USD
 USD 0.01 common             Purchase       30           6.554667 USD
 USD 0.01 common             Purchase       76           6.557764 USD
 USD 0.01 common             Purchase       4            6.56 USD
 USD 0.01 common             Purchase       40           6.563 USD
 USD 0.01 common             Purchase       35           6.569429 USD
 USD 0.01 common             Purchase       76           6.569737 USD
 USD 0.01 common             Purchase       15           6.57 USD
 USD 0.01 common             Purchase       39           6.571283 USD
 USD 0.01 common             Purchase       4            6.58 USD
 USD 0.01 common             Purchase       60           6.583834 USD
 USD 0.01 common             Purchase       40           6.58875 USD
 USD 0.01 common             Purchase       500          6.59 USD
 USD 0.01 common             Purchase       49           6.594694 USD
 USD 0.01 common             Purchase       70           6.599858 USD
 USD 0.01 common             Purchase       7            6.57 USD
 USD 0.01 common             Purchase       107          6.555 USD
 USD 0.01 common             Purchase       142          6.498662 USD
 USD 0.01 common             Purchase       185          6.55 USD
 USD 0.01 common             Purchase       2,088        6.44 USD
 USD 0.01 common             Purchase       20           6.545 USD
 USD 0.01 common             Purchase       25           6.4757 USD

 

 Class of relevant security  Purchase/sale  Number of    Price per unit

securities
 USD 0.01 common             Sale           3            6.44 USD
 USD 0.01 common             Sale           3            6.45 USD
 USD 0.01 common             Sale           3            6.49 USD
 USD 0.01 common             Sale           3            6.5 USD
 USD 0.01 common             Sale           22           6.51 USD
 USD 0.01 common             Sale           21           6.52 USD
 USD 0.01 common             Sale           35           6.53 USD
 USD 0.01 common             Sale           15           6.57 USD
 USD 0.01 common             Sale           3,267        6.50666 USD
 USD 0.01 common             Sale           2,031        6.44 USD
 USD 0.01 common             Sale           2            6.43 USD
 USD 0.01 common             Sale           1            6.42 USD

 

 (b)  Cash-settled derivative transactions

 Class of            Product description   Nature of dealing                            Number of reference securities  Price per unit

relevant security
e.g. CFD
e.g. opening/closing a

long/short position, increasing/reducing a

long/short position
 USD 0.01 common     Swaps - Equity Swaps  Increasing a Short Position                  142                             6.498962 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    3,215                           6.506360 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    52                              6.506360 USD

 

 (c)  Stock-settled derivative transactions (including options)

 (i)  Writing, selling, purchasing or varying

 Class               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit

of
of
price
e.g. American, European etc.

relevant security
securities to which option relates
per unit
 N/A                 N/A                                   N/A                                         N/A                                  N/A        N/A                            N/A          N/A

 (ii)  Exercise

 Class of relevant security  Product description  Exercising/  Number of    Exercise Price per

e.g. call option
exercised
securities
unit

against
 N/A                         N/A                  N/A          N/A          N/A

 

 (d)  Other dealings (including subscribing for new securities)

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

e.g. subscription, conversion
 N/A                         N/A                             N/A      N/A

 

 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

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant
 securities to which

any derivative is referenced:
 If there are no such agreements, arrangements or understandings, state "none"
 None

 

 (c)  Attachments

 

 Is a Supplemental Form 8 (Open Positions) attached?  No

 

 Date of disclosure:  02/12/2025
 Contact name:        Kamil Dziedzic
 Telephone number:    +353 86 168 4821

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information

Service.

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's

disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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