REG - Citadel Group Dowlais Group PLC American Axle & Mfg. - Form 8.3 - American Axle & Manufacturing Holdings
10/07/2025 15:00
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RNS Number : 5441Q Citadel Group 10 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: 9 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: 2,004,688 1.68 76,977 0.06
(2) Cash-settled derivatives: 498,079 0.41 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 1,002,700 0.84 1,373,300 1.15
purchase/sell:
3,505,467 2.95 1,450,277 1.22
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 1,688 4.3293 USD
Common Buy Transaction 1 4.3300 USD
Common Buy Transaction 30 4.3400 USD
Common Buy Transaction 10,087 4.3585 USD
Common Buy Transaction 3,412 4.3599 USD
Common Buy Transaction 9,543 4.3600 USD
Common Buy Transaction 1,100 4.3618 USD
Common Buy Transaction 1,146 4.3627 USD
Common Buy Transaction 1,793 4.3629 USD
Common Buy Transaction 1,200 4.3650 USD
Common Buy Transaction 2,000 4.3700 USD
Common Buy Transaction 2,986 4.3702 USD
Common Buy Transaction 1,217 4.3705 USD
Common Buy Transaction 3,600 4.3750 USD
Common Buy Transaction 1,500 4.3760 USD
Common Buy Transaction 700 4.3771 USD
Common Buy Transaction 1,990 4.3796 USD
Common Buy Transaction 61 4.3797 USD
Common Buy Transaction 1,408 4.3800 USD
Common Buy Transaction 2,903 4.3802 USD
Common Buy Transaction 2,500 4.3804 USD
Common Buy Transaction 15,600 4.3806 USD
Common Buy Transaction 1,595 4.3809 USD
Common Buy Transaction 871 4.3809 USD
Common Buy Transaction 10,100 4.3820 USD
Common Buy Transaction 1,344 4.3822 USD
Common Buy Transaction 1,800 4.3822 USD
Common Buy Transaction 1,439 4.3833 USD
Common Buy Transaction 2,126 4.3851 USD
Common Buy Transaction 1,577 4.3856 USD
Common Buy Transaction 4,291 4.3861 USD
Common Buy Transaction 1,152 4.3881 USD
Common Buy Transaction 691 4.3881 USD
Common Buy Transaction 3,320 4.3900 USD
Common Buy Transaction 594 4.3900 USD
Common Buy Transaction 1,617 4.3907 USD
Common Buy Transaction 210 4.3910 USD
Common Buy Transaction 1,791 4.3933 USD
Common Buy Transaction 600 4.3933 USD
Common Buy Transaction 1,200 4.3942 USD
Common Buy Transaction 500 4.3950 USD
Common Buy Transaction 492 4.3956 USD
Common Buy Transaction 3,000 4.3960 USD
Common Buy Transaction 505 4.3979 USD
Common Buy Transaction 1,825 4.4000 USD
Common Buy Transaction 205 4.4002 USD
Common Buy Transaction 2,607 4.4009 USD
Common Buy Transaction 17,970 4.4021 USD
Common Buy Transaction 5,000 4.4022 USD
Common Buy Transaction 479 4.4026 USD
Common Buy Transaction 5,714 4.4030 USD
Common Buy Transaction 1,379 4.4044 USD
Common Buy Transaction 2,521 4.4050 USD
Common Buy Transaction 8,117 4.4061 USD
Common Buy Transaction 1,879 4.4077 USD
Common Buy Transaction 3,309 4.4078 USD
Common Buy Transaction 1,225 4.4102 USD
Common Buy Transaction 180 4.4129 USD
Common Buy Transaction 1,217 4.4134 USD
Common Buy Transaction 6,587 4.4144 USD
Common Buy Transaction 8 4.4150 USD
Common Buy Transaction 1 4.4187 USD
Common Buy Transaction 410 4.4195 USD
Common Buy Transaction 3,204 4.4200 USD
Common Buy Transaction 1,888 4.4205 USD
Common Buy Transaction 147 4.4214 USD
Common Buy Transaction 431 4.4219 USD
Common Buy Transaction 12,023 4.4223 USD
Common Buy Transaction 1,407 4.4271 USD
Common Buy Transaction 2,786 4.4290 USD
Common Buy Transaction 684 4.4293 USD
Common Buy Transaction 26,699 4.4302 USD
Common Buy Transaction 1,363 4.4303 USD
Common Buy Transaction 869 4.4327 USD
Common Buy Transaction 27 4.4341 USD
Common Buy Transaction 1 4.4350 USD
Common Buy Transaction 2,977 4.4371 USD
Common Buy Transaction 475 4.4376 USD
Common Buy Transaction 73 4.4382 USD
Common Buy Transaction 5,172 4.4400 USD
Common Buy Transaction 68 4.4425 USD
Common Buy Transaction 49 4.4443 USD
Common Buy Transaction 63,043 4.4500 USD
Common DVP Transaction 1 4.3300 USD
Common DVP Transaction 16 4.3650 USD
Common DVP Transaction 1 4.3900 USD
Common DVP Transaction 648 4.4100 USD
Common DVP Transaction 54 4.4317 USD
Common DVP Transaction 28 4.4361 USD
Common DVP Transaction 72 4.4400 USD
Common DVP Transaction 20,406 4.4500 USD
Common RVP Transaction 1 4.3300 USD
Common RVP Transaction 16 4.3650 USD
Common RVP Transaction 1 4.3900 USD
Common RVP Transaction 648 4.4100 USD
Common RVP Transaction 155 4.4365 USD
Common RVP Transaction 20,405 4.4500 USD
Common Sell Transaction 421 4.3325 USD
Common Sell Transaction 2,600 4.3381 USD
Common Sell Transaction 200 4.3550 USD
Common Sell Transaction 500 4.3590 USD
Common Sell Transaction 555 4.3622 USD
Common Sell Transaction 4,300 4.3677 USD
Common Sell Transaction 700 4.3693 USD
Common Sell Transaction 3 4.3700 USD
Common Sell Transaction 100 4.3750 USD
Common Sell Transaction 730 4.3799 USD
Common Sell Transaction 2,193 4.3800 USD
Common Sell Transaction 2,831 4.3833 USD
Common Sell Transaction 600 4.3850 USD
Common Sell Transaction 8,095 4.3858 USD
Common Sell Transaction 92 4.3893 USD
Common Sell Transaction 1,092 4.3900 USD
Common Sell Transaction 10,045 4.3929 USD
Common Sell Transaction 800 4.3931 USD
Common Sell Transaction 600 4.3933 USD
Common Sell Transaction 8,848 4.3979 USD
Common Sell Transaction 229 4.3990 USD
Common Sell Transaction 200 4.3991 USD
Common Sell Transaction 124 4.3991 USD
Common Sell Transaction 136 4.3996 USD
Common Sell Transaction 1,451 4.4000 USD
Common Sell Transaction 600 4.4006 USD
Common Sell Transaction 1,236 4.4021 USD
Common Sell Transaction 655 4.4025 USD
Common Sell Transaction 500 4.4040 USD
Common Sell Transaction 926 4.4050 USD
Common Sell Transaction 803 4.4050 USD
Common Sell Transaction 4,465 4.4069 USD
Common Sell Transaction 1,804 4.4084 USD
Common Sell Transaction 1,588 4.4097 USD
Common Sell Transaction 4,332 4.4100 USD
Common Sell Transaction 196 4.4134 USD
Common Sell Transaction 2,200 4.4157 USD
Common Sell Transaction 1,745 4.4158 USD
Common Sell Transaction 6,027 4.4200 USD
Common Sell Transaction 8,602 4.4202 USD
Common Sell Transaction 730 4.4205 USD
Common Sell Transaction 820 4.4217 USD
Common Sell Transaction 387 4.4218 USD
Common Sell Transaction 8,607 4.4224 USD
Common Sell Transaction 1,035 4.4277 USD
Common Sell Transaction 4,627 4.4300 USD
Common Sell Transaction 1,500 4.4315 USD
Common Sell Transaction 200 4.4350 USD
Common Sell Transaction 940 4.4384 USD
Common Sell Transaction 12,634 4.4400 USD
Common Sell Transaction 3 4.4450 USD
Common Sell Transaction 5,041 4.4458 USD
Common Sell Transaction 5,808 4.4460 USD
Common Sell Transaction 10 4.4490 USD
Common Sell Transaction 49,808 4.4500 USD
Common Sell Transaction 35,350 4.4502 USD
Common Sell Transaction 2,270 4.4513 USD
Common Sell Transaction 5,582 4.4513 USD
Common Sell Transaction 21 4.4538 USD
Common Sell Transaction 1 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 Reducing long position 10,050 4.4286 USD
Common CFD Reducing long position 500 4.4390 USD
Common CFD Reducing long position 9,849 4.4431 USD
Common CFD Reducing long position 3,674 4.4445 USD
Common CFD Reducing long position 4,899 4.4500 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 10 5.0000 USD American 2025-Aug-15 0.1500 USD
Common Call Option DVP Transaction 40 7.0000 USD American 2026-Jan-16 0.2000 USD
Common Call Option RVP Transaction 40 7.0000 USD American 2026-Jan-16 0.2000 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: 10 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 Call Option Purchased 2,500 5.0 USD American 15/08/2025
Common Put Option Purchased -300 4.0 USD American 15/08/2025
Common Call Option Purchased 17,300 4.0 USD American 17/10/2025
Common Call Option Purchased 300 2.0 USD American 17/10/2025
Common Put Option Purchased -200 6.0 USD American 16/01/2026
Common Call Option Purchased 600,000 6.0 USD American 18/07/2025
Common Put Option Purchased -12,000 3.0 USD American 15/08/2025
Common Call Option Purchased 270,900 6.0 USD American 18/07/2025
Common Call Option Purchased 700 10.0 USD American 18/07/2025
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 -100 7.0 USD American 17/10/2025
Common Call Option Purchased 300 15.0 USD American 16/01/2026
Common Put Option Purchased -200 7.0 USD American 15/08/2025
Common Put Option Purchased -300 5.0 USD American 17/10/2025
Common Put Option Purchased -201,600 4.0 USD American 16/01/2026
Common Call Option Purchased 2,900 10.0 USD American 16/01/2026
Common Put Option Purchased -11,900 4.0 USD American 18/07/2025
Common Put Option Purchased -13,100 3.0 USD American 16/01/2026
Common Put Option Purchased -700 6.0 USD American 18/07/2025
Common Put Option Purchased -900 5.0 USD American 17/07/2026
Common Put Option Purchased -7,200 3.0 USD American 18/07/2025
Common Put Option Purchased -700 7.0 USD American 18/07/2025
Common Call Option Purchased 2,000 3.0 USD American 18/07/2025
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 -106,100 5.0 USD American 17/10/2025
Common Call Option Sold -1,400 3.0 USD American 16/01/2026
Common Call Option Sold -8,500 4.0 USD American 18/07/2025
Common Call Option Sold -100 2.0 USD American 17/07/2026
Common Call Option Sold -651,300 5.0 USD American 18/07/2025
Common Call Option Sold -1,100 7.0 USD American 17/07/2026
Common Put Option Sold 2,600 3.0 USD American 17/10/2025
Common Call Option Sold -37,000 5.0 USD American 17/07/2026
Common Call Option Sold -2,400 10.0 USD American 17/07/2026
Common Call Option Sold -118,200 7.0 USD American 16/01/2026
Common Call Option Sold -300 3.0 USD American 17/07/2026
Common Call Option Sold -700 12.0 USD American 16/01/2026
Common Call Option Sold -2,000 3.0 USD American 17/10/2025
Common Put Option Sold 300 5.0 USD American 18/07/2025
Common Call Option Sold -1,400 4.0 USD American 16/01/2026
Common Call Option Sold -159,900 6.0 USD American 16/01/2026
Common Put Option Sold 91,500 5.0 USD American 16/01/2026
Common Call Option Sold -1,600 6.0 USD American 17/10/2025
Common Call Option Sold -2,500 4.0 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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