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REG - Citadel Group Dowlais Group PLC American Axle & Mfg. - Form 8.3 - American Axle & Manufacturing Holdings

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RNS Number : 8551P  Citadel Group  04 July 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:                                                      Citadel Group
 (b) Owner or controller of interests and short positions disclosed, if           N/A
 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      N/A
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       3 July 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 discloser making           YES
 disclosures in respect of any other party to the offer?

                                                                                DOWLAIS GROUP PLC
      If it is a cash offer or possible cash offer, state "N/A"

 

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:                                          ISIN US0240611030

 Common Stock                                                         USD 0.01 common
                                                                      Interests         Short positions

                                                                      Number     %      Number     %
 (1) Relevant securities owned and/or controlled:                     2,045,697  1.72   103,598    0.08
 (2) Cash-settled derivatives:                                        575,874    0.48   0          0.00

 (3) Stock-settled derivatives (including options) and agreements to  999,900    0.84   1,372,700  1.15
 purchase/sell:
                                                                      3,621,471  3.05   1,476,298  1.24

      TOTAL:

 

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 which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

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 securities  Price per unit

 Common                      Buy Transaction   9                     4.3444 USD
 Common                      Buy Transaction   707                   4.3600 USD
 Common                      Buy Transaction   1,231                 4.3700 USD
 Common                      Buy Transaction   204                   4.3737 USD
 Common                      Buy Transaction   404                   4.3750 USD
 Common                      Buy Transaction   2                     4.3760 USD
 Common                      Buy Transaction   1,635                 4.3791 USD
 Common                      Buy Transaction   2,458                 4.3798 USD
 Common                      Buy Transaction   25,648                4.3800 USD
 Common                      Buy Transaction   700                   4.3801 USD
 Common                      Buy Transaction   1,526                 4.3807 USD
 Common                      Buy Transaction   1,212                 4.3808 USD
 Common                      Buy Transaction   300                   4.3810 USD
 Common                      Buy Transaction   600                   4.3817 USD
 Common                      Buy Transaction   500                   4.3820 USD
 Common                      Buy Transaction   3,863                 4.3821 USD
 Common                      Buy Transaction   1,600                 4.3822 USD
 Common                      Buy Transaction   906                   4.3834 USD
 Common                      Buy Transaction   2,267                 4.3835 USD
 Common                      Buy Transaction   2,648                 4.3838 USD
 Common                      Buy Transaction   1,954                 4.3843 USD
 Common                      Buy Transaction   500                   4.3860 USD
 Common                      Buy Transaction   3,188                 4.3863 USD
 Common                      Buy Transaction   1                     4.3878 USD
 Common                      Buy Transaction   3,000                 4.3878 USD
 Common                      Buy Transaction   1                     4.3878 USD
 Common                      Buy Transaction   1,400                 4.3879 USD
 Common                      Buy Transaction   2,400                 4.3887 USD
 Common                      Buy Transaction   676                   4.3888 USD
 Common                      Buy Transaction   2,251                 4.3898 USD
 Common                      Buy Transaction   1,902                 4.3900 USD
 Common                      Buy Transaction   1,200                 4.3903 USD
 Common                      Buy Transaction   2,500                 4.3908 USD
 Common                      Buy Transaction   500                   4.3920 USD
 Common                      Buy Transaction   400                   4.3925 USD
 Common                      Buy Transaction   11,204                4.3927 USD
 Common                      Buy Transaction   1,511                 4.3932 USD
 Common                      Buy Transaction   4,063                 4.3934 USD
 Common                      Buy Transaction   1,208                 4.3935 USD
 Common                      Buy Transaction   384                   4.3935 USD
 Common                      Buy Transaction   604                   4.3935 USD
 Common                      Buy Transaction   1,155                 4.3939 USD
 Common                      Buy Transaction   11,814                4.3940 USD
 Common                      Buy Transaction   1,716                 4.3942 USD
 Common                      Buy Transaction   2,342                 4.3949 USD
 Common                      Buy Transaction   804                   4.3950 USD
 Common                      Buy Transaction   1,976                 4.3951 USD
 Common                      Buy Transaction   3,711                 4.3957 USD
 Common                      Buy Transaction   1,835                 4.3965 USD
 Common                      Buy Transaction   2,500                 4.3968 USD
 Common                      Buy Transaction   2,824                 4.3971 USD
 Common                      Buy Transaction   2,519                 4.3982 USD
 Common                      Buy Transaction   1,288                 4.3984 USD
 Common                      Buy Transaction   3,293                 4.3989 USD
 Common                      Buy Transaction   1,041                 4.3999 USD
 Common                      Buy Transaction   895                   4.4000 USD
 Common                      Buy Transaction   3,136                 4.4002 USD
 Common                      Buy Transaction   1,451                 4.4003 USD
 Common                      Buy Transaction   2,229                 4.4003 USD
 Common                      Buy Transaction   4                     4.4050 USD
 Common                      Buy Transaction   141                   4.4060 USD
 Common                      Buy Transaction   1,400                 4.4066 USD
 Common                      Buy Transaction   609                   4.4078 USD
 Common                      Buy Transaction   266                   4.4078 USD
 Common                      Buy Transaction   655                   4.4092 USD
 Common                      Buy Transaction   3,711                 4.4100 USD
 Common                      Buy Transaction   500                   4.4107 USD
 Common                      Buy Transaction   597                   4.4121 USD
 Common                      Buy Transaction   20                    4.4125 USD
 Common                      Buy Transaction   92,253                4.4134 USD
 Common                      Buy Transaction   35,131                4.4154 USD
 Common                      Buy Transaction   830                   4.4176 USD
 Common                      Buy Transaction   2,014                 4.4195 USD
 Common                      Buy Transaction   6,566                 4.4200 USD
 Common                      Buy Transaction   568                   4.4210 USD
 Common                      Buy Transaction   3                     4.4233 USD
 Common                      Buy Transaction   200                   4.4250 USD
 Common                      Buy Transaction   11,500                4.4266 USD
 Common                      Buy Transaction   1,601                 4.4275 USD
 Common                      Buy Transaction   9,805                 4.4300 USD
 Common                      Buy Transaction   500                   4.4400 USD
 Common                      DVP Transaction   16,061                4.3800 USD
 Common                      DVP Transaction   7                     4.3857 USD
 Common                      DVP Transaction   1,242                 4.3900 USD
 Common                      DVP Transaction   1                     4.4000 USD
 Common                      DVP Transaction   283                   4.4200 USD
 Common                      DVP Transaction   500                   4.4400 USD
 Common                      DVP Transaction   1                     4.4500 USD
 Common                      RVP Transaction   1                     4.3600 USD
 Common                      RVP Transaction   16,061                4.3800 USD
 Common                      RVP Transaction   1,248                 4.3900 USD
 Common                      RVP Transaction   1                     4.4000 USD
 Common                      RVP Transaction   283                   4.4200 USD
 Common                      RVP Transaction   500                   4.4400 USD
 Common                      RVP Transaction   1                     4.4500 USD
 Common                      Sell Transaction  100                   4.3600 USD
 Common                      Sell Transaction  980                   4.3699 USD
 Common                      Sell Transaction  598                   4.3700 USD
 Common                      Sell Transaction  1,831                 4.3705 USD
 Common                      Sell Transaction  22,821                4.3800 USD
 Common                      Sell Transaction  401                   4.3807 USD
 Common                      Sell Transaction  621                   4.3810 USD
 Common                      Sell Transaction  1,842                 4.3815 USD
 Common                      Sell Transaction  930                   4.3829 USD
 Common                      Sell Transaction  365                   4.3849 USD
 Common                      Sell Transaction  15                    4.3853 USD
 Common                      Sell Transaction  30                    4.3867 USD
 Common                      Sell Transaction  1                     4.3875 USD
 Common                      Sell Transaction  1,600                 4.3887 USD
 Common                      Sell Transaction  13,193                4.3900 USD
 Common                      Sell Transaction  328                   4.3903 USD
 Common                      Sell Transaction  1,675                 4.3919 USD
 Common                      Sell Transaction  805                   4.3925 USD
 Common                      Sell Transaction  2,100                 4.3936 USD
 Common                      Sell Transaction  1,323                 4.3936 USD
 Common                      Sell Transaction  1,306                 4.3939 USD
 Common                      Sell Transaction  1,700                 4.3965 USD
 Common                      Sell Transaction  6,300                 4.3975 USD
 Common                      Sell Transaction  2,913                 4.3981 USD
 Common                      Sell Transaction  618                   4.3990 USD
 Common                      Sell Transaction  618                   4.3993 USD
 Common                      Sell Transaction  102                   4.3999 USD
 Common                      Sell Transaction  1,041                 4.3999 USD
 Common                      Sell Transaction  907                   4.4000 USD
 Common                      Sell Transaction  38,238                4.4003 USD
 Common                      Sell Transaction  7,693                 4.4004 USD
 Common                      Sell Transaction  300                   4.4033 USD
 Common                      Sell Transaction  658                   4.4034 USD
 Common                      Sell Transaction  18,544                4.4043 USD
 Common                      Sell Transaction  4                     4.4050 USD
 Common                      Sell Transaction  2,615                 4.4051 USD
 Common                      Sell Transaction  2,780                 4.4053 USD
 Common                      Sell Transaction  68,058                4.4064 USD
 Common                      Sell Transaction  1,649                 4.4068 USD
 Common                      Sell Transaction  400                   4.4075 USD
 Common                      Sell Transaction  900                   4.4078 USD
 Common                      Sell Transaction  2,226                 4.4081 USD
 Common                      Sell Transaction  720                   4.4086 USD
 Common                      Sell Transaction  1,100                 4.4091 USD
 Common                      Sell Transaction  558                   4.4095 USD
 Common                      Sell Transaction  10                    4.4100 USD
 Common                      Sell Transaction  21,514                4.4113 USD
 Common                      Sell Transaction  443                   4.4113 USD
 Common                      Sell Transaction  2,886                 4.4115 USD
 Common                      Sell Transaction  300                   4.4133 USD
 Common                      Sell Transaction  403                   4.4135 USD
 Common                      Sell Transaction  1,436                 4.4146 USD
 Common                      Sell Transaction  7,484                 4.4146 USD
 Common                      Sell Transaction  918                   4.4153 USD
 Common                      Sell Transaction  35,131                4.4154 USD
 Common                      Sell Transaction  3,008                 4.4160 USD
 Common                      Sell Transaction  1,795                 4.4200 USD
 Common                      Sell Transaction  1,372                 4.4234 USD
 Common                      Sell Transaction  1,573                 4.4235 USD
 Common                      Sell Transaction  1,006                 4.4255 USD
 Common                      Sell Transaction  8,274                 4.4283 USD
 Common                      Sell Transaction  826                   4.4287 USD
 Common                      Sell Transaction  4,371                 4.4300 USD
 Common                      Sell Transaction  100                   4.4550 USD
 Common                      Sell Transaction  69                    4.4600 USD

 

(b)        Cash-settled derivative transactions

 

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

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 Common                      CFD                  Increasing long position                                                       40,300                          4.3911 USD
 Common                      CFD                  Increasing long position                                                       12,782                          4.4100 USD

 

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

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 Common                      Call Option                           Buy Transaction                             1                                             6.0000 USD               American                       2026-Jan-16  0.3800 USD
 Common                      Call Option                           DVP Transaction                             1                                             5.0000 USD               American                       2025-Jul-18  0.0500 USD
 Common                      Call Option                           DVP Transaction                             1                                             6.0000 USD               American                       2026-Jan-16  0.3800 USD
 Common                      Call Option                           RVP Transaction                             1                                             5.0000 USD               American                       2025-Jul-18  0.0500 USD
 Common                      Call Option                           RVP Transaction                             1                                             6.0000 USD               American                       2026-Jan-16  0.3800 USD
 Common                      Call Option                           Sell Transaction                            1                                             5.0000 USD               American                       2025-Jul-18  0.0500 USD

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

(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

 

 

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?  YES

 

 

 Date of disclosure:  4 July 2025
 Contact name:        Paula Santos
 Telephone number*:   020 7645 9700

 

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.

 

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's Market
Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                Citadel Group
 Name of offeror/offeree in relation to whose relevant securities the  AMERICAN AXLE  MANUFACTURING HOLDINGS INC
 disclosure relates:

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of relevant security  Product description e.g. call option  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type                           Expiry date

                                                                                                                                                                              e.g. American, European etc.
 Common                      Put Option                            Purchased             -7,200                                                      3.0 USD                  American                       18/07/2025

 Common                      Put Option                            Purchased             -100                                                        7.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -201,600                                                    4.0 USD                  American                       16/01/2026

 Common                      Put Option                            Purchased             -300                                                        5.0 USD                  American                       17/10/2025

 Common                      Call Option                           Purchased             600,000                                                     6.0 USD                  American                       18/07/2025

 Common                      Call Option                           Purchased             300                                                         2.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -900                                                        5.0 USD                  American                       17/07/2026

 Common                      Put Option                            Purchased             -700                                                        7.0 USD                  American                       18/07/2025

 Common                      Call Option                           Purchased             17,200                                                      4.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -13,100                                                     3.0 USD                  American                       16/01/2026

 Common                      Call Option                           Purchased             1,000                                                       3.0 USD                  American                       15/08/2025

 Common                      Call Option                           Purchased             10,400                                                      5.0 USD                  American                       16/01/2026

 Common                      Put Option                            Purchased             -200                                                        7.0 USD                  American                       15/08/2025

 Common                      Put Option                            Purchased             -200                                                        6.0 USD                  American                       16/01/2026

 Common                      Call Option                           Purchased             700                                                         10.0 USD                 American                       18/07/2025

 Common                      Put Option                            Purchased             -11,900                                                     4.0 USD                  American                       18/07/2025

 Common                      Put Option                            Purchased             -12,000                                                     3.0 USD                  American                       15/08/2025

 Common                      Call Option                           Purchased             2,900                                                       10.0 USD                 American                       16/01/2026

 Common                      Put Option                            Purchased             -700                                                        6.0 USD                  American                       18/07/2025

 Common                      Call Option                           Purchased             270,900                                                     6.0 USD                  American                       18/07/2025

 Common                      Put Option                            Purchased             -300                                                        4.0 USD                  American                       15/08/2025

 Common                      Call Option                           Purchased             2,000                                                       3.0 USD                  American                       18/07/2025

 Common                      Call Option                           Purchased             300                                                         15.0 USD                 American                       16/01/2026

 Common                      Call Option                           Sold                  -9,500                                                      4.0 USD                  American                       18/07/2025

 Common                      Call Option                           Sold                  -1,800                                                      6.0 USD                  American                       17/10/2025

 Common                      Call Option                           Sold                  -700                                                        12.0 USD                 American                       16/01/2026

 Common                      Call Option                           Sold                  -2,500                                                      4.0 USD                  American                       17/07/2026

 Common                      Call Option                           Sold                  -118,200                                                    7.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -103,000                                                    5.0 USD                  American                       17/10/2025

 Common                      Call Option                           Sold                  -100                                                        2.0 USD                  American                       17/07/2026

 Common                      Put Option                            Sold                  100                                                         5.0 USD                  American                       18/07/2025

 Common                      Call Option                           Sold                  -1,500                                                      4.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -37,000                                                     5.0 USD                  American                       17/07/2026

 Common                      Put Option                            Sold                  91,500                                                      5.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -161,100                                                    6.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -651,300                                                    5.0 USD                  American                       18/07/2025

 Common                      Put Option                            Sold                  2,600                                                       3.0 USD                  American                       17/10/2025

 Common                      Call Option                           Sold                  -29,400                                                     8.0 USD                  American                       18/07/2025

 Common                      Call Option                           Sold                  -200                                                        7.0 USD                  American                       18/07/2025

 Common                      Call Option                           Sold                  -2,400                                                      10.0 USD                 American                       17/07/2026

 Common                      Call Option                           Sold                  -2,000                                                      3.0 USD                  American                       17/10/2025

 Common                      Call Option                           Sold                  -300                                                        3.0 USD                  American                       17/07/2026

 Common                      Call Option                           Sold                  -1,400                                                      3.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -1,100                                                      7.0 USD                  American                       17/07/2026

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:

 

It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

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
(http://www.thetakeoverpanel.org.uk) .

 

 

 

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