REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc

Avadel PharmaceuticalsAnnouncement

03/12/2025 16:15

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RNS Number : 1017K  Citadel Group  03 December 2025

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FORM 8.3

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE

 

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      AVADEL PHARMACEUTICALS PLC
 form relates

 Use a separate form for each offeror/offeree
 (d)   If an exempt fund manager connected with an offeror/offeree, state         N/A
 this and specify identity of offeror/offeree (Note 1)
 (e)   Date position held/dealing undertaken                                      2 December 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 also           N/A
 making disclosures in respect of any other party to the offer?

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

 

2.             INTERESTS AND SHORT POSITIONS

 

If there are interests and short positions to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2
for each additional class of relevant security.

 

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

(Note 2)

 

 

 Class of relevant security                                               Common Stock ISIN IE00BDGMC594
 (Note 3)

                                                                          $0.01 ordinary shares
                                                                          Interests            Short positions
                                                                          Number     %         Number     %
 (1)   Relevant securities owned and/or controlled                        1,002,336  1.02      305,530    0.31
 (2)   Cash-settled derivatives                                           0          0.00      0          0.00
 (3)   Stock-settled derivatives (including options) and agreements to    167,000    0.17      792,100    0.81
 purchase/ sell
 Total                                                                    1,169,336  1.19      1,097,630  1.12

 

 

All interests and all short positions should be disclosed.

 

Details of options including rights to subscribe for new securities and 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.

 

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE
DISCLOSURE (Note 4)

 

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  Purchase/sale     Number of    Price per unit

security
securities  (Note 5)
  Common            Buy Transaction   3            21.2600 USD
  Common            Buy Transaction   14,493       21.3500 USD
  Common            Buy Transaction   54           21.3552 USD
  Common            Buy Transaction   272          21.3582 USD
  Common            Buy Transaction   369          21.3596 USD
  Common            Buy Transaction   2,961        21.3600 USD
  Common            Buy Transaction   3,000        21.3601 USD
  Common            Buy Transaction   281          21.3616 USD
  Common            Buy Transaction   295          21.3621 USD
  Common            Buy Transaction   979          21.3625 USD
  Common            Buy Transaction   375          21.3626 USD
  Common            Buy Transaction   760          21.3632 USD
  Common            Buy Transaction   134          21.3641 USD
  Common            Buy Transaction   796          21.3650 USD
  Common            Buy Transaction   59           21.3651 USD
  Common            Buy Transaction   39           21.3651 USD
  Common            Buy Transaction   1,234        21.3653 USD
  Common            Buy Transaction   17           21.3653 USD
  Common            Buy Transaction   6,788        21.3666 USD
  Common            Buy Transaction   206          21.3671 USD
  Common            Buy Transaction   3,804        21.3675 USD
  Common            Buy Transaction   607          21.3690 USD
  Common            Buy Transaction   10           21.3690 USD
  Common            Buy Transaction   78           21.3695 USD
  Common            Buy Transaction   3,240        21.3700 USD
  Common            Buy Transaction   2,766        21.3700 USD
  Common            Buy Transaction   5,925        21.3701 USD
  Common            Buy Transaction   19,670       21.3702 USD
  Common            Buy Transaction   3,594        21.3703 USD
  Common            Buy Transaction   987          21.3720 USD
  Common            Buy Transaction   315          21.3725 USD
  Common            Buy Transaction   547          21.3737 USD
  Common            Buy Transaction   1,707        21.3746 USD
  Common            Buy Transaction   10           21.3750 USD
  Common            Buy Transaction   517          21.3755 USD
  Common            Buy Transaction   2,153        21.3764 USD
  Common            Buy Transaction   73           21.3767 USD
  Common            Buy Transaction   942          21.3779 USD
  Common            Buy Transaction   619          21.3794 USD
  Common            Buy Transaction   1,160        21.3799 USD
  Common            Buy Transaction   1,831        21.3800 USD
  Common            Buy Transaction   2,771        21.3804 USD
  Common            Buy Transaction   1,554        21.3806 USD
  Common            Buy Transaction   230          21.3820 USD
  Common            Buy Transaction   705          21.3830 USD
  Common            Buy Transaction   800          21.3850 USD
  Common            Buy Transaction   752          21.3851 USD
  Common            Buy Transaction   250          21.3852 USD
  Common            Buy Transaction   203          21.3865 USD
  Common            Buy Transaction   991          21.3871 USD
  Common            Buy Transaction   218          21.3885 USD
  Common            Buy Transaction   147          21.3891 USD
  Common            Buy Transaction   600          21.3900 USD
  Common            Buy Transaction   5,875        21.3913 USD
  Common            Buy Transaction   1,225        21.3926 USD
  Common            Buy Transaction   507          21.3928 USD
  Common            Buy Transaction   452          21.3934 USD
  Common            Buy Transaction   1,169        21.3955 USD
  Common            Buy Transaction   439          21.3955 USD
  Common            Buy Transaction   3,753        21.3972 USD
  Common            Buy Transaction   543          21.3980 USD
  Common            Buy Transaction   284          21.3982 USD
  Common            Buy Transaction   147          21.3985 USD
  Common            Buy Transaction   539          21.4000 USD
  Common            Buy Transaction   241          21.4018 USD
  Common            Buy Transaction   130          21.4023 USD
  Common            Buy Transaction   2,742        21.4027 USD
  Common            Buy Transaction   12           21.4033 USD
  Common            Buy Transaction   364          21.4055 USD
  Common            Buy Transaction   700          21.4056 USD
  Common            Buy Transaction   541          21.4083 USD
  Common            Buy Transaction   1,861        21.4100 USD
  Common            Buy Transaction   4,119        21.4149 USD
  Common            Buy Transaction   235          21.4156 USD
  Common            Buy Transaction   352          21.4200 USD
  Common            Buy Transaction   610          21.4500 USD
  Common            Sell Transaction  13,781       21.3500 USD
  Common            Sell Transaction  15           21.3553 USD
  Common            Sell Transaction  700          21.3557 USD
  Common            Sell Transaction  16           21.3562 USD
  Common            Sell Transaction  335          21.3578 USD
  Common            Sell Transaction  45           21.3598 USD
  Common            Sell Transaction  8,415        21.3600 USD
  Common            Sell Transaction  303          21.3606 USD
  Common            Sell Transaction  135          21.3633 USD
  Common            Sell Transaction  100          21.3650 USD
  Common            Sell Transaction  300          21.3650 USD
  Common            Sell Transaction  17           21.3653 USD
  Common            Sell Transaction  300          21.3667 USD
  Common            Sell Transaction  56           21.3668 USD
  Common            Sell Transaction  233          21.3673 USD
  Common            Sell Transaction  5,000        21.3691 USD
  Common            Sell Transaction  152          21.3699 USD
  Common            Sell Transaction  2,266        21.3700 USD
  Common            Sell Transaction  191          21.3711 USD
  Common            Sell Transaction  192          21.3714 USD
  Common            Sell Transaction  49           21.3714 USD
  Common            Sell Transaction  39           21.3721 USD
  Common            Sell Transaction  686          21.3738 USD
  Common            Sell Transaction  10,601       21.3740 USD
  Common            Sell Transaction  1,159        21.3740 USD
  Common            Sell Transaction  237          21.3750 USD
  Common            Sell Transaction  54           21.3761 USD
  Common            Sell Transaction  19           21.3768 USD
  Common            Sell Transaction  603          21.3771 USD
  Common            Sell Transaction  400          21.3775 USD
  Common            Sell Transaction  930          21.3783 USD
  Common            Sell Transaction  2,981        21.3800 USD
  Common            Sell Transaction  44           21.3809 USD
  Common            Sell Transaction  1,392        21.3820 USD
  Common            Sell Transaction  2,638        21.3823 USD
  Common            Sell Transaction  15           21.3827 USD
  Common            Sell Transaction  502          21.3829 USD
  Common            Sell Transaction  139          21.3848 USD
  Common            Sell Transaction  2,610        21.3850 USD
  Common            Sell Transaction  1,257        21.3855 USD
  Common            Sell Transaction  283          21.3865 USD
  Common            Sell Transaction  82           21.3871 USD
  Common            Sell Transaction  1,797        21.3882 USD
  Common            Sell Transaction  333          21.3900 USD
  Common            Sell Transaction  630          21.3911 USD
  Common            Sell Transaction  3,080        21.3911 USD
  Common            Sell Transaction  4,858        21.3950 USD
  Common            Sell Transaction  1,170        21.3961 USD
  Common            Sell Transaction  1,400        21.3971 USD
  Common            Sell Transaction  3,813        21.4020 USD
  Common            Sell Transaction  300          21.4050 USD
  Common            Sell Transaction  935          21.4100 USD
  Common            Sell Transaction  22           21.4200 USD
  Common            Sell Transaction  47           21.4291 USD
  Common            Sell Transaction  2            21.4500 USD
  Common            Sell Transaction  1            21.4600 USD
  Common            Sell Transaction  2            21.6900 USD

 

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(b)           Cash-settled derivative transactions

 

 Class of   Product        Nature of dealing                                                            Number of     Price
 relevant   description    e.g. opening/ closing a long/ short position, increasing/ reducing a long/   reference     per unit
 security   e.g. CFD       short position                                                               securities    (Note 5)
                                                                                                        (Note 6)

 

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

 

(i)            Writing, selling, purchasing or varying

 

 Class of    Product                  Writing, purchasing, selling, varying   Number        Exercise     Type         Expiry      Option
 relevant    description e.g. call    etc.                                    of
price per   e.g.         date        money
 security    option                                                           securities    unit         American,
paid/
                                                                              to which                   European                 received per unit
                                                                              option
etc.
                                                                              relates
                                                                              (Note 6)
 Common      Call Option              Buy Transaction                         6,100         20.0000 USD  American     2025-12-19  1.4000 USD
 Common      Call Option              Buy Transaction                         2,000         20.0000 USD  American     2025-12-19  1.4200 USD
 Common      Call Option              Buy Transaction                         100           10.0000 USD  American     2026-01-16  11.3700 USD
 Common      Call Option              Sell Transaction                        10,000        22.5000 USD  American     2026-01-16  0.0800 USD
 Common      Call Option              Sell Transaction                        700           22.5000 USD  American     2027-01-15  0.1500 USD
 Common      Call Option              Sell Transaction                        2,000         20.0000 USD  American     2025-12-19  1.4500 USD

 

(ii)           Exercise

 

 Class of    Product        Exercising/   Number of    Exercise
 relevant    description    exercised     securities   price per
 security    e.g. call      against                    unit
             option                                    (Note 5)

 

(d)           Other dealings (including transactions in respect of
new securities) (Note 3)

 

 Class of    Nature of dealing      Details  Price per unit (if
 relevant    e.g. subscription,              applicable)
 security    conversion, exercise            (Note 5)

 

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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

 

 Full details of any agreement, arrangement or understanding between the person
 disclosing and any other person relating to the voting rights of any relevant
 securities under any option referred to on this form or relating to the voting
 rights or future acquisition or disposal of any relevant securities to which
 any derivative referred to on this form is referenced. If none, this should be
 stated.
  None

 

(c)           Attachments

 

 Is a Supplemental Form 8 attached?  YES

 

 Date of disclosure  3 December 2025
 Contact name        Paula Santos
 Telephone number    020 7645 9700

 

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.

 

 

 

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SUPPLEMENTAL FORM 8

 

IRISH TAKEOVER PANEL

 

DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND

RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,

TAKEOVER RULES, 2022

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING

OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND

RIGHTS TO SUBSCRIBE FOR NEW SECURITIES

 

1.             KEY INFORMATION

 

 Full name of person making            Citadel Group
 disclosure:
 Name of offeror/offeree in relation   AVADEL PHARMACEUTICALS PLC
 to whose relevant securities the
 disclosure relates:

 

2.             STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of    Product        Written or   Number of        Exercise   Type         Expiry
 relevant    description    purchased    securities to    price      e.g.         date
 security    e.g. call
which option    per unit   American,
             option
or derivative              European
                                         relates                     etc.
 Common      Put Option     Purchased    -2,900           7.5 USD    American     19/12/2025

 Common      Put Option     Purchased    -3,800           15.0 USD   American     20/03/2026

 Common      Call Option    Purchased    5,100            22.5 USD   American     15/01/2027

 Common      Put Option     Purchased    -44,400          10.0 USD   American     16/01/2026

 Common      Call Option    Purchased    5,100            15.0 USD   American     15/01/2027

 Common      Call Option    Purchased    0                25.0 USD   American     20/03/2026

 Common      Call Option    Purchased    5,600            12.5 USD   American     15/01/2027

 Common      Call Option    Purchased    2,200            20.0 USD   American     18/06/2026

 Common      Put Option     Purchased    -200             17.5 USD   American     20/03/2026

 Common      Put Option     Purchased    0                12.5 USD   American     15/01/2027

 Common      Call Option    Purchased    0                5.0 USD    American     16/01/2026

 Common      Put Option     Purchased    -1,000           17.5 USD   American     18/06/2026

 Common      Put Option     Purchased    -3,100           12.5 USD   American     20/03/2026

 Common      Put Option     Purchased    0                10.0 USD   American     20/03/2026

 Common      Call Option    Purchased    900              7.5 USD    American     19/12/2025

 Common      Put Option     Purchased    -60,700          15.0 USD   American     16/01/2026

 Common      Put Option     Purchased    -4,700           15.0 USD   American     19/12/2025

 Common      Call Option    Purchased    3,000            25.0 USD   American     15/01/2027

 Common      Put Option     Purchased    -900             25.0 USD   American     20/03/2026

 Common      Call Option    Purchased    24,200           22.5 USD   American     20/03/2026

 Common      Put Option     Purchased    -100             20.0 USD   American     18/06/2026

 Common      Put Option     Purchased    -100             15.0 USD   American     15/01/2027

 Common      Put Option     Purchased    -100             7.5 USD    American     20/03/2026

 Common      Call Option    Purchased    5,400            20.0 USD   American     19/12/2025

 Common      Call Option    Purchased    4,200            17.5 USD   American     16/01/2026

 Common      Put Option     Sold         59,000           5.0 USD    American     16/01/2026

 Common      Call Option    Sold         -5,400           20.0 USD   American     20/03/2026

 Common      Call Option    Sold         -4,900           22.5 USD   American     19/12/2025

 Common      Call Option    Sold         -2,600           30.0 USD   American     16/01/2026

 Common      Put Option     Sold         24,900           7.5 USD    American     16/01/2026

 Common      Call Option    Sold         -6,800           25.0 USD   American     19/12/2025

 Common      Call Option    Sold         -2,100           12.5 USD   American     20/03/2026

 Common      Call Option    Sold         -1,700           25.0 USD   American     16/01/2026

 Common      Call Option    Sold         -10,200          7.5 USD    American     15/01/2027

 Common      Call Option    Sold         -6,200           12.5 USD   American     19/12/2025

 Common      Call Option    Sold         -30,000          15.0 USD   American     20/03/2026

 Common      Put Option     Sold         8,200            10.0 USD   American     19/12/2025

 Common      Call Option    Sold         -9,900           22.5 USD   American     16/01/2026

 Common      Call Option    Sold         -148,000         15.0 USD   American     16/01/2026

 Common      Call Option    Sold         -34,200          5.0 USD    American     15/01/2027

 Common      Call Option    Sold         -100             20.0 USD   American     15/01/2027

 Common      Put Option     Sold         5,500            12.5 USD   American     16/01/2026

 Common      Call Option    Sold         -182,900         10.0 USD   American     16/01/2026

 Common      Call Option    Sold         -100             30.0 USD   American     19/12/2025

 Common      Call Option    Sold         -38,000          15.0 USD   American     19/12/2025

 Common      Call Option    Sold         -46,200          20.0 USD   American     16/01/2026

 Common      Call Option    Sold         -100             35.0 USD   American     16/01/2026

 Common      Call Option    Sold         -31,800          17.5 USD   American     19/12/2025

 Common      Put Option     Sold         2,000            17.5 USD   American     19/12/2025

 Common      Call Option    Sold         -4,800           17.5 USD   American     15/01/2027

 Common      Put Option     Sold         1,600            12.5 USD   American     19/12/2025

 Common      Call Option    Sold         -5,100           10.0 USD   American     19/12/2025

 Common      Call Option    Sold         -13,500          10.0 USD   American     15/01/2027

 Common      Put Option     Sold         4,400            17.5 USD   American     16/01/2026

 Common      Call Option    Sold         -9,600           7.5 USD    American     16/01/2026

 Common      Call Option    Sold         -65,900          12.5 USD   American     16/01/2026

 Common      Put Option     Sold         400              20.0 USD   American     20/03/2026

 Common      Call Option    Sold         -10,000          17.5 USD   American     20/03/2026

 Common      Put Option     Sold         5,300            20.0 USD   American     19/12/2025

 

3.             AGREEMENTS TO PURCHASE OR SELL

 

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

 

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4.             RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING
DIRECTORS' AND OTHER EMPLOYEE OPTIONS)

 

 Class of relevant security in relation to which subscription right exists:
 Details, including nature of the rights concerned and relevant percentages:

 

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

 

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

 

For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.

 

References in these notes to "the Rules" are to the Irish Takeover Panel Act,
1997, Takeover Rules, 2022.

 

 

 

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