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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 : 8729D  Citadel Group  17 October 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:                                       16 October 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:                     769,348    0.64   207,904    0.17
 (2) Cash-settled derivatives:                                        0          0.00   0          0.00

 (3) Stock-settled derivatives (including options) and agreements to  481,100    0.40   1,049,000  0.88
 purchase/sell:
                                                                      1,250,448  1.05   1,256,904  1.05

      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                     5.4000 USD
 Common                      Buy Transaction   100                   5.4209 USD
 Common                      Buy Transaction   10                    5.4300 USD
 Common                      Buy Transaction   100                   5.4350 USD
 Common                      Buy Transaction   150                   5.4400 USD
 Common                      Buy Transaction   8                     5.4415 USD
 Common                      Buy Transaction   830                   5.4447 USD
 Common                      Buy Transaction   116                   5.4451 USD
 Common                      Buy Transaction   209                   5.4456 USD
 Common                      Buy Transaction   567                   5.4500 USD
 Common                      Buy Transaction   60                    5.4512 USD
 Common                      Buy Transaction   1,893                 5.4513 USD
 Common                      Buy Transaction   165                   5.4515 USD
 Common                      Buy Transaction   874                   5.4522 USD
 Common                      Buy Transaction   1,187                 5.4547 USD
 Common                      Buy Transaction   420                   5.4550 USD
 Common                      Buy Transaction   412                   5.4575 USD
 Common                      Buy Transaction   212                   5.4587 USD
 Common                      Buy Transaction   149                   5.4593 USD
 Common                      Buy Transaction   210                   5.4595 USD
 Common                      Buy Transaction   1,295                 5.4600 USD
 Common                      Buy Transaction   2,239                 5.4607 USD
 Common                      Buy Transaction   1,563                 5.4637 USD
 Common                      Buy Transaction   123                   5.4700 USD
 Common                      Buy Transaction   858                   5.4711 USD
 Common                      Buy Transaction   255                   5.4712 USD
 Common                      Buy Transaction   62                    5.4716 USD
 Common                      Buy Transaction   142                   5.4756 USD
 Common                      Buy Transaction   29                    5.4762 USD
 Common                      Buy Transaction   1,688                 5.4765 USD
 Common                      Buy Transaction   382                   5.4772 USD
 Common                      Buy Transaction   967                   5.4779 USD
 Common                      Buy Transaction   199                   5.4799 USD
 Common                      Buy Transaction   127                   5.4800 USD
 Common                      Buy Transaction   2,904                 5.4801 USD
 Common                      Buy Transaction   2,096                 5.4801 USD
 Common                      Buy Transaction   45                    5.4802 USD
 Common                      Buy Transaction   49                    5.4804 USD
 Common                      Buy Transaction   547                   5.4818 USD
 Common                      Buy Transaction   2,971                 5.4822 USD
 Common                      Buy Transaction   427                   5.4840 USD
 Common                      Buy Transaction   117                   5.4856 USD
 Common                      Buy Transaction   3                     5.4867 USD
 Common                      Buy Transaction   1,066                 5.4881 USD
 Common                      Buy Transaction   6,995                 5.4896 USD
 Common                      Buy Transaction   446                   5.4900 USD
 Common                      Buy Transaction   398                   5.4905 USD
 Common                      Buy Transaction   4,257                 5.4924 USD
 Common                      Buy Transaction   628                   5.4925 USD
 Common                      Buy Transaction   300                   5.4933 USD
 Common                      Buy Transaction   385                   5.4937 USD
 Common                      Buy Transaction   9,070                 5.4950 USD
 Common                      Buy Transaction   1,807                 5.4971 USD
 Common                      Buy Transaction   1,461                 5.4984 USD
 Common                      Buy Transaction   162                   5.4996 USD
 Common                      Buy Transaction   10,801                5.5000 USD
 Common                      Buy Transaction   20,994                5.5044 USD
 Common                      Buy Transaction   2,200                 5.5059 USD
 Common                      Buy Transaction   503                   5.5060 USD
 Common                      Buy Transaction   2,804                 5.5073 USD
 Common                      Buy Transaction   601                   5.5094 USD
 Common                      Buy Transaction   170                   5.5097 USD
 Common                      Buy Transaction   1,495                 5.5100 USD
 Common                      Buy Transaction   2,790                 5.5101 USD
 Common                      Buy Transaction   1,500                 5.5103 USD
 Common                      Buy Transaction   14                    5.5150 USD
 Common                      Buy Transaction   71                    5.5151 USD
 Common                      Buy Transaction   77                    5.5162 USD
 Common                      Buy Transaction   194                   5.5188 USD
 Common                      Buy Transaction   69,608                5.5200 USD
 Common                      Buy Transaction   32                    5.5250 USD
 Common                      Buy Transaction   151                   5.5408 USD
 Common                      Buy Transaction   685                   5.5488 USD
 Common                      Buy Transaction   1                     5.5500 USD
 Common                      Buy Transaction   910                   5.5547 USD
 Common                      Buy Transaction   100                   5.5550 USD
 Common                      Buy Transaction   400                   5.5575 USD
 Common                      Buy Transaction   300                   5.5600 USD
 Common                      Buy Transaction   100                   5.5690 USD
 Common                      Buy Transaction   4,703                 5.5700 USD
 Common                      Sell Transaction  100                   5.4200 USD
 Common                      Sell Transaction  1,445                 5.4347 USD
 Common                      Sell Transaction  2,049                 5.4352 USD
 Common                      Sell Transaction  612                   5.4400 USD
 Common                      Sell Transaction  4                     5.4415 USD
 Common                      Sell Transaction  408                   5.4446 USD
 Common                      Sell Transaction  116                   5.4451 USD
 Common                      Sell Transaction  893                   5.4473 USD
 Common                      Sell Transaction  336                   5.4498 USD
 Common                      Sell Transaction  47                    5.4500 USD
 Common                      Sell Transaction  321                   5.4512 USD
 Common                      Sell Transaction  1,063                 5.4517 USD
 Common                      Sell Transaction  3,800                 5.4522 USD
 Common                      Sell Transaction  2,615                 5.4529 USD
 Common                      Sell Transaction  130                   5.4592 USD
 Common                      Sell Transaction  122                   5.4600 USD
 Common                      Sell Transaction  42                    5.4619 USD
 Common                      Sell Transaction  1,648                 5.4621 USD
 Common                      Sell Transaction  3,028                 5.4645 USD
 Common                      Sell Transaction  722                   5.4658 USD
 Common                      Sell Transaction  2,246                 5.4661 USD
 Common                      Sell Transaction  1,599                 5.4696 USD
 Common                      Sell Transaction  300                   5.4700 USD
 Common                      Sell Transaction  2                     5.4750 USD
 Common                      Sell Transaction  11,912                5.4767 USD
 Common                      Sell Transaction  1,035                 5.4771 USD
 Common                      Sell Transaction  961                   5.4788 USD
 Common                      Sell Transaction  72                    5.4796 USD
 Common                      Sell Transaction  400                   5.4800 USD
 Common                      Sell Transaction  604                   5.4805 USD
 Common                      Sell Transaction  253                   5.4811 USD
 Common                      Sell Transaction  1,200                 5.4817 USD
 Common                      Sell Transaction  623                   5.4819 USD
 Common                      Sell Transaction  200                   5.4850 USD
 Common                      Sell Transaction  4,903                 5.4867 USD
 Common                      Sell Transaction  3                     5.4867 USD
 Common                      Sell Transaction  630                   5.4868 USD
 Common                      Sell Transaction  4                     5.4875 USD
 Common                      Sell Transaction  36                    5.4883 USD
 Common                      Sell Transaction  323                   5.4895 USD
 Common                      Sell Transaction  389                   5.4897 USD
 Common                      Sell Transaction  565                   5.4900 USD
 Common                      Sell Transaction  68                    5.4910 USD
 Common                      Sell Transaction  106                   5.4911 USD
 Common                      Sell Transaction  1                     5.4950 USD
 Common                      Sell Transaction  321                   5.4956 USD
 Common                      Sell Transaction  3,314                 5.4959 USD
 Common                      Sell Transaction  181                   5.4975 USD
 Common                      Sell Transaction  1,741                 5.4988 USD
 Common                      Sell Transaction  1,546                 5.4994 USD
 Common                      Sell Transaction  72                    5.4997 USD
 Common                      Sell Transaction  55                    5.4998 USD
 Common                      Sell Transaction  516                   5.5000 USD
 Common                      Sell Transaction  27,798                5.5030 USD
 Common                      Sell Transaction  181                   5.5041 USD
 Common                      Sell Transaction  5,983                 5.5082 USD
 Common                      Sell Transaction  1,355                 5.5085 USD
 Common                      Sell Transaction  1,411                 5.5096 USD
 Common                      Sell Transaction  3,438                 5.5099 USD
 Common                      Sell Transaction  1,464                 5.5100 USD
 Common                      Sell Transaction  16,992                5.5101 USD
 Common                      Sell Transaction  21,551                5.5104 USD
 Common                      Sell Transaction  140                   5.5171 USD
 Common                      Sell Transaction  69,403                5.5200 USD
 Common                      Sell Transaction  1,727                 5.5223 USD
 Common                      Sell Transaction  3                     5.5250 USD
 Common                      Sell Transaction  420                   5.5257 USD
 Common                      Sell Transaction  1,021                 5.5261 USD
 Common                      Sell Transaction  2                     5.5350 USD
 Common                      Sell Transaction  1,492                 5.5400 USD
 Common                      Sell Transaction  1,009                 5.5500 USD
 Common                      Sell Transaction  677                   5.5699 USD
 Common                      Sell Transaction  4,125                 5.5699 USD
 Common                      Sell Transaction  36                    5.6103 USD
 Common                      Sell Transaction  17                    5.6353 USD
 Common                      Sell Transaction  5                     5.6500 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

 

(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                      Put Option                            Buy Transaction                             1,600                                         4.0000 USD               American                       2026-01-16   0.1200 USD
 Common                      Put Option                            Buy Transaction                             100                                           4.0000 USD               American                       2026-01-16   0.1400 USD
 Common                      Call Option                           Buy Transaction                             900                                           6.0000 USD               American                       2025-11-21   0.1500 USD
 Common                      Call Option                           Buy Transaction                             100                                           6.0000 USD               American                       2026-01-16   0.4000 USD
 Common                      Call Option                           Buy Transaction                             100                                           5.0000 USD               American                       2025-10-17   0.5000 USD
 Common                      Call Option                           Buy Transaction                             100                                           6.0000 USD               American                       2026-04-17   0.6000 USD
 Common                      Call Option                           Buy Transaction                             200                                           6.0000 USD               American                       2026-04-17   0.6400 USD
 Common                      Call Option                           Buy Transaction                             500                                           4.0000 USD               American                       2026-07-17   1.9000 USD
 Common                      Put Option                            Sell Transaction                            1,100                                         4.0000 USD               American                       2026-01-16   0.0800 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:  17 October 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             9,500                                                       7.0 USD                  American                       17/10/2025

 Common                      Call Option                           Purchased             1,000                                                       8.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -10,900                                                     5.0 USD                  American                       17/04/2026

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

 Common                      Call Option                           Purchased             35,000                                                      10.0 USD                 American                       17/07/2026

 Common                      Call Option                           Purchased             800                                                         3.0 USD                  American                       17/07/2026

 Common                      Put Option                            Purchased             -100                                                        6.0 USD                  American                       17/04/2026

 Common                      Put Option                            Purchased             -3,300                                                      5.0 USD                  American                       17/07/2026

 Common                      Put Option                            Purchased             -218,800                                                    4.0 USD                  American                       16/01/2026

 Common                      Call Option                           Purchased             3,100                                                       10.0 USD                 American                       16/01/2026

 Common                      Put Option                            Purchased             -300                                                        7.0 USD                  American                       16/01/2026

 Common                      Put Option                            Purchased             -2,200                                                      7.0 USD                  American                       17/07/2026

 Common                      Call Option                           Purchased             48,200                                                      6.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -400                                                        4.0 USD                  American                       17/04/2026

 Common                      Call Option                           Purchased             22,900                                                      6.0 USD                  American                       17/04/2026

 Common                      Call Option                           Purchased             176,000                                                     5.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -2,100                                                      5.0 USD                  American                       21/11/2025

 Common                      Call Option                           Purchased             300                                                         3.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -17,200                                                     3.0 USD                  American                       16/01/2026

 Common                      Call Option                           Purchased             2,500                                                       5.0 USD                  American                       17/04/2026

 Common                      Put Option                            Purchased             -4,400                                                      6.0 USD                  American                       16/01/2026

 Common                      Call Option                           Purchased             15,700                                                      4.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -900                                                        7.0 USD                  American                       17/10/2025

 Common                      Put Option                            Purchased             -500                                                        3.0 USD                  American                       18/12/2026

 Common                      Call Option                           Purchased             2,800                                                       7.0 USD                  American                       17/07/2026

 Common                      Call Option                           Purchased             200                                                         11.0 USD                 American                       17/04/2026

 Common                      Put Option                            Purchased             -1,000                                                      3.0 USD                  American                       17/04/2026

 Common                      Call Option                           Purchased             200                                                         8.0 USD                  American                       21/11/2025

 Common                      Call Option                           Purchased             5,400                                                       7.0 USD                  American                       18/12/2026

 Common                      Call Option                           Purchased             0                                                           5.0 USD                  American                       21/11/2025

 Common                      Call Option                           Sold                  -200                                                        6.0 USD                  American                       21/11/2025

 Common                      Call Option                           Sold                  -1,400                                                      4.0 USD                  American                       16/01/2026

 Common                      Put Option                            Sold                  100                                                         5.0 USD                  American                       18/12/2026

 Common                      Call Option                           Sold                  -39,400                                                     5.0 USD                  American                       17/07/2026

 Common                      Call Option                           Sold                  -6,200                                                      12.0 USD                 American                       16/01/2026

 Common                      Put Option                            Sold                  91,400                                                      5.0 USD                  American                       16/01/2026

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

 Common                      Call Option                           Sold                  -1,000                                                      5.0 USD                  American                       21/01/2028

 Common                      Call Option                           Sold                  -400                                                        5.0 USD                  American                       18/12/2026

 Common                      Call Option                           Sold                  -300                                                        4.0 USD                  American                       17/07/2026

 Common                      Call Option                           Sold                  -100                                                        1.0 USD                  American                       17/07/2026

 Common                      Put Option                            Sold                  62,200                                                      4.0 USD                  American                       17/07/2026

 Common                      Call Option                           Sold                  -151,300                                                    7.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -200                                                        8.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -400                                                        8.0 USD                  American                       17/04/2026

 Common                      Call Option                           Sold                  -12,500                                                     15.0 USD                 American                       16/01/2026

 Common                      Call Option                           Sold                  -200                                                        9.0 USD                  American                       17/04/2026

 Common                      Call Option                           Sold                  -9,000                                                      6.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -508,700                                                    7.0 USD                  American                       17/04/2026

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

 Common                      Put Option                            Sold                  300                                                         6.0 USD                  American                       21/11/2025

 Common                      Call Option                           Sold                  -52,500                                                     5.0 USD                  American                       16/01/2026

 Common                      Call Option                           Sold                  -1,200                                                      7.0 USD                  American                       21/11/2025

 Common                      Call Option                           Sold                  -200                                                        7.0 USD                  American                       21/01/2028

 Common                      Put Option                            Sold                  2,200                                                       5.0 USD                  American                       17/10/2025

 Common                      Put Option                            Sold                  300                                                         6.0 USD                  American                       17/10/2025

 Common                      Call Option                           Sold                  -100                                                        10.0 USD                 American                       18/12/2026

 Common                      Call Option                           Sold                  -200                                                        10.0 USD                 American                       17/04/2026

 Common                      Put Option                            Sold                  100                                                         3.0 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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