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

American Axle & Manufacturing HoldingsAnnouncement

19/12/2025 11:00

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RNS Number : 3087M  Bank of America Merrill Lynch  19 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:                                          18/12/2025
    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

18/12/2025

 (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        1,864,042  1.570%  3,128,884  2.636%

 and/or controlled:
 (2)  Cash-settled derivatives:        3,093,046  2.606%  1,105,989  0.932%
 (3)  Stock-settled derivatives        0          0.000%  0          0.000%

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                4,957,088  4.176%  4,234,873  3.568%

1,864,042

1.570%

3,128,884

2.636%

 (2)  Cash-settled derivatives:

3,093,046

2.606%

1,105,989

0.932%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0.000%

0

0.000%

TOTAL:

4,957,088

4.176%

4,234,873

3.568%

 

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                     54                6.54 USD
 USD 0.01 common             Purchase                     93                6.55 USD
 USD 0.01 common             Purchase                   126                 6.56 USD
 USD 0.01 common             Purchase                   136                 6.57 USD
 USD 0.01 common             Purchase                     98                6.58 USD
 USD 0.01 common             Purchase                     45                6.59 USD
 USD 0.01 common             Purchase                     40                6.6 USD
 USD 0.01 common             Purchase                     18                6.603889 USD
 USD 0.01 common             Purchase                     82                6.61 USD
 USD 0.01 common             Purchase                     32                6.611875 USD
 USD 0.01 common             Purchase                     19                6.617895 USD
 USD 0.01 common             Purchase                     17                6.619412 USD
 USD 0.01 common             Purchase                     33                6.62 USD
 USD 0.01 common             Purchase                     15                6.620667 USD
 USD 0.01 common             Purchase                     45                6.63 USD
 USD 0.01 common             Purchase                     14                6.634286 USD
 USD 0.01 common             Purchase                     18                6.634445 USD
 USD 0.01 common             Purchase                     18                6.635556 USD
 USD 0.01 common             Purchase                     14                6.635715 USD
 USD 0.01 common             Purchase                     67                6.64 USD
 USD 0.01 common             Purchase                     15                6.641334 USD
 USD 0.01 common             Purchase                     32                6.643125 USD
 USD 0.01 common             Purchase                     19                6.643685 USD
 USD 0.01 common             Purchase                     19                6.645264 USD
 USD 0.01 common             Purchase                     20                6.6455 USD
 USD 0.01 common             Purchase                     15                6.646 USD
 USD 0.01 common             Purchase                     17                6.647059 USD
 USD 0.01 common             Purchase                     19                6.649474 USD
 USD 0.01 common             Purchase                   131                 6.65 USD
 USD 0.01 common             Purchase                     16                6.653125 USD
 USD 0.01 common             Purchase                     60                6.66 USD
 USD 0.01 common             Purchase                     97                6.67 USD
 USD 0.01 common             Purchase                     36                6.68 USD
 USD 0.01 common             Purchase                     15                6.686667 USD
 USD 0.01 common             Purchase                   819                 6.7 USD
 USD 0.01 common             Purchase                     17                6.70353 USD
 USD 0.01 common             Purchase                     97                6.71 USD
 USD 0.01 common             Purchase                     20                6.711 USD
 USD 0.01 common             Purchase                     24                6.713334 USD
 USD 0.01 common             Purchase                      7                6.715715 USD
 USD 0.01 common             Purchase                     18                6.718889 USD
 USD 0.01 common             Purchase                     18                6.726112 USD
 USD 0.01 common             Purchase                     60                6.73 USD
 USD 0.01 common             Purchase                     13                6.731539 USD
 USD 0.01 common             Purchase                     18                6.76 USD
 USD 0.01 common             Purchase                     23                6.761305 USD
 USD 0.01 common             Purchase                     18                6.78 USD
 USD 0.01 common             Purchase                     48                6.79 USD
 USD 0.01 common             Purchase                     20                6.8 USD
 USD 0.01 common             Purchase                5,707                  6.7 USD

 

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

securities
 USD 0.01 common             Sale                         15                6.535334 USD
 USD 0.01 common             Sale                         20                6.537 USD
 USD 0.01 common             Sale                         52                6.54 USD
 USD 0.01 common             Sale                         22                6.542728 USD
 USD 0.01 common             Sale                          7                6.542858 USD
 USD 0.01 common             Sale                         16                6.543125 USD
 USD 0.01 common             Sale                         15                6.544 USD
 USD 0.01 common             Sale                         14                6.544286 USD
 USD 0.01 common             Sale                       350                 6.55 USD
 USD 0.01 common             Sale                         14                6.558572 USD
 USD 0.01 common             Sale                       157                 6.56 USD
 USD 0.01 common             Sale                         17                6.564118 USD
 USD 0.01 common             Sale                         14                6.565715 USD
 USD 0.01 common             Sale                         17                6.567648 USD
 USD 0.01 common             Sale                         18                6.567778 USD
 USD 0.01 common             Sale                       249                 6.57 USD
 USD 0.01 common             Sale                         33                6.579091 USD
 USD 0.01 common             Sale                       352                 6.58 USD
 USD 0.01 common             Sale                         19                6.582632 USD
 USD 0.01 common             Sale                         46                6.59 USD
 USD 0.01 common             Sale                         21                6.592858 USD
 USD 0.01 common             Sale                         17                6.594706 USD
 USD 0.01 common             Sale                         26                6.603847 USD
 USD 0.01 common             Sale                         21                6.604286 USD
 USD 0.01 common             Sale                         29                6.604483 USD
 USD 0.01 common             Sale                         52                6.61 USD
 USD 0.01 common             Sale                         25                6.6104 USD
 USD 0.01 common             Sale                         34                6.611177 USD
 USD 0.01 common             Sale                         28                6.612143 USD
 USD 0.01 common             Sale                         25                6.6196 USD
 USD 0.01 common             Sale                         46                6.62 USD
 USD 0.01 common             Sale                         17                6.620589 USD
 USD 0.01 common             Sale                         21                6.620953 USD
 USD 0.01 common             Sale                         13                6.621539 USD
 USD 0.01 common             Sale                          7                6.63 USD
 USD 0.01 common             Sale                         36                6.633889 USD
 USD 0.01 common             Sale                         19                6.634737 USD
 USD 0.01 common             Sale                         20                6.6365 USD
 USD 0.01 common             Sale                         19                6.637369 USD
 USD 0.01 common             Sale                       199                 6.64 USD
 USD 0.01 common             Sale                         19                6.641579 USD
 USD 0.01 common             Sale                         24                6.641667 USD
 USD 0.01 common             Sale                         22                6.641819 USD
 USD 0.01 common             Sale                         20                6.642 USD
 USD 0.01 common             Sale                         20                6.643 USD
 USD 0.01 common             Sale                         20                6.644 USD
 USD 0.01 common             Sale                         22                6.645455 USD
 USD 0.01 common             Sale                         20                6.646 USD
 USD 0.01 common             Sale                         24                6.64625 USD
 USD 0.01 common             Sale                         35                6.648286 USD
 USD 0.01 common             Sale                       254                 6.65 USD
 USD 0.01 common             Sale                         16                6.650625 USD
 USD 0.01 common             Sale                         15                6.652 USD
 USD 0.01 common             Sale                         15                6.652667 USD
 USD 0.01 common             Sale                         21                6.652858 USD
 USD 0.01 common             Sale                         17                6.652942 USD
 USD 0.01 common             Sale                         17                6.65353 USD
 USD 0.01 common             Sale                         45                6.654 USD
 USD 0.01 common             Sale                         21                6.654286 USD
 USD 0.01 common             Sale                         16                6.654375 USD
 USD 0.01 common             Sale                         34                6.654706 USD
 USD 0.01 common             Sale                         16                6.65625 USD
 USD 0.01 common             Sale                         19                6.657369 USD
 USD 0.01 common             Sale                         15                6.659334 USD
 USD 0.01 common             Sale                       719                 6.66 USD
 USD 0.01 common             Sale                         38                6.664474 USD
 USD 0.01 common             Sale                         17                6.665295 USD
 USD 0.01 common             Sale                         20                6.6665 USD
 USD 0.01 common             Sale                         23                6.666957 USD
 USD 0.01 common             Sale                         17                6.668824 USD
 USD 0.01 common             Sale                       104                 6.67 USD
 USD 0.01 common             Sale                         31                6.670323 USD
 USD 0.01 common             Sale                         19                6.671053 USD
 USD 0.01 common             Sale                         19                6.671579 USD
 USD 0.01 common             Sale                         23                6.672609 USD
 USD 0.01 common             Sale                         16                6.675625 USD
 USD 0.01 common             Sale                         38                6.679211 USD
 USD 0.01 common             Sale                         66                6.68 USD
 USD 0.01 common             Sale                         27                6.683334 USD
 USD 0.01 common             Sale                         40                6.69 USD
 USD 0.01 common             Sale                       998                 6.7 USD
 USD 0.01 common             Sale                         30                6.700667 USD
 USD 0.01 common             Sale                         17                6.701765 USD
 USD 0.01 common             Sale                         17                6.70353 USD
 USD 0.01 common             Sale                         29                6.705518 USD
 USD 0.01 common             Sale                         28                6.706429 USD
 USD 0.01 common             Sale                         52                6.71 USD
 USD 0.01 common             Sale                         20                6.711 USD
 USD 0.01 common             Sale                         27                6.711852 USD
 USD 0.01 common             Sale                         54                6.713334 USD
 USD 0.01 common             Sale                         49                6.715103 USD
 USD 0.01 common             Sale                         18                6.718889 USD
 USD 0.01 common             Sale                         29                6.719656 USD
 USD 0.01 common             Sale                       313                 6.72 USD
 USD 0.01 common             Sale                         16                6.724375 USD
 USD 0.01 common             Sale                         32                6.725313 USD
 USD 0.01 common             Sale                         18                6.726112 USD
 USD 0.01 common             Sale                         33                6.727879 USD
 USD 0.01 common             Sale                       322                 6.73 USD
 USD 0.01 common             Sale                         35                6.730286 USD
 USD 0.01 common             Sale                         13                6.731539 USD
 USD 0.01 common             Sale                         22                6.733182 USD
 USD 0.01 common             Sale                         32                6.74 USD
 USD 0.01 common             Sale                         12                6.75 USD
 USD 0.01 common             Sale                         23                6.761305 USD
 USD 0.01 common             Sale                         27                6.770741 USD
 USD 0.01 common             Sale                         26                6.789231 USD
 USD 0.01 common             Sale                         18                6.79 USD
 USD 0.01 common             Sale                    2,205                  6.658524 USD
 USD 0.01 common             Sale                       776                 6.7 USD
 USD 0.01 common             Sale                       111                 6.61 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  Reducing a Short Position                    1,998                           6.658224 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    186                             6.658224 USD
 USD 0.01 common     Swaps - Equity Swaps  Reducing a Short Position                    21                              6.658224 USD
 USD 0.01 common     Swaps - Equity Swaps  Increasing a Long Position                   15                              6.610000 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:  19/12/2025
 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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