REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
04/12/2025 16:00
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RNS Number : 3133K Citadel Group 04 December 2025
Ap27
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 3 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.
Ap28
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 997,740 1.02 277,101 0.28
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 190,700 0.19 792,000 0.81
purchase/ sell
Total 1,188,440 1.21 1,069,101 1.09
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 1,393 21.3500 USD
Common Buy Transaction 8,147 21.3502 USD
Common Buy Transaction 589 21.3512 USD
Common Buy Transaction 500 21.3530 USD
Common Buy Transaction 114 21.3550 USD
Common Buy Transaction 155 21.3550 USD
Common Buy Transaction 758 21.3550 USD
Common Buy Transaction 32 21.3556 USD
Common Buy Transaction 463 21.3557 USD
Common Buy Transaction 12,913 21.3570 USD
Common Buy Transaction 354 21.3580 USD
Common Buy Transaction 1,420 21.3584 USD
Common Buy Transaction 336 21.3592 USD
Common Buy Transaction 834 21.3597 USD
Common Buy Transaction 21,417 21.3600 USD
Common Buy Transaction 1,000 21.3601 USD
Common Buy Transaction 57 21.3614 USD
Common Buy Transaction 219 21.3632 USD
Common Buy Transaction 99 21.3635 USD
Common Buy Transaction 677 21.3639 USD
Common Buy Transaction 238 21.3642 USD
Common Buy Transaction 2,953 21.3643 USD
Common Buy Transaction 92 21.3643 USD
Common Buy Transaction 177 21.3647 USD
Common Buy Transaction 113 21.3647 USD
Common Buy Transaction 1,711 21.3649 USD
Common Buy Transaction 162 21.3650 USD
Common Buy Transaction 103 21.3670 USD
Common Buy Transaction 5,881 21.3679 USD
Common Buy Transaction 104 21.3680 USD
Common Buy Transaction 33,387 21.3700 USD
Common Buy Transaction 9,500 21.3711 USD
Common Buy Transaction 936 21.3711 USD
Common Buy Transaction 490 21.3711 USD
Common Buy Transaction 602 21.3733 USD
Common Buy Transaction 9,757 21.3736 USD
Common Buy Transaction 1,367 21.3738 USD
Common Buy Transaction 648 21.3746 USD
Common Buy Transaction 6,744 21.3748 USD
Common Buy Transaction 291 21.3748 USD
Common Buy Transaction 600 21.3750 USD
Common Buy Transaction 1,053 21.3761 USD
Common Buy Transaction 221 21.3790 USD
Common Buy Transaction 436 21.3799 USD
Common Buy Transaction 201 21.3800 USD
Common Buy Transaction 1,564 21.3800 USD
Common Buy Transaction 25 21.3832 USD
Common Buy Transaction 300 21.3833 USD
Common Buy Transaction 700 21.3850 USD
Common Buy Transaction 419 21.3852 USD
Common Buy Transaction 1,400 21.3939 USD
Common Buy Transaction 700 21.4000 USD
Common Buy Transaction 1 21.4300 USD
Common Sell Transaction 3,025 21.3500 USD
Common Sell Transaction 8,047 21.3501 USD
Common Sell Transaction 36 21.3511 USD
Common Sell Transaction 100 21.3550 USD
Common Sell Transaction 1,025 21.3550 USD
Common Sell Transaction 201 21.3551 USD
Common Sell Transaction 1,107 21.3555 USD
Common Sell Transaction 180 21.3565 USD
Common Sell Transaction 641 21.3586 USD
Common Sell Transaction 534 21.3586 USD
Common Sell Transaction 557 21.3589 USD
Common Sell Transaction 257 21.3589 USD
Common Sell Transaction 218 21.3592 USD
Common Sell Transaction 570 21.3594 USD
Common Sell Transaction 110 21.3596 USD
Common Sell Transaction 28,770 21.3600 USD
Common Sell Transaction 634 21.3606 USD
Common Sell Transaction 375 21.3607 USD
Common Sell Transaction 22 21.3614 USD
Common Sell Transaction 239 21.3617 USD
Common Sell Transaction 9,400 21.3623 USD
Common Sell Transaction 1,100 21.3627 USD
Common Sell Transaction 650 21.3631 USD
Common Sell Transaction 1,941 21.3636 USD
Common Sell Transaction 109 21.3638 USD
Common Sell Transaction 64 21.3641 USD
Common Sell Transaction 678 21.3652 USD
Common Sell Transaction 7 21.3671 USD
Common Sell Transaction 30 21.3673 USD
Common Sell Transaction 400 21.3675 USD
Common Sell Transaction 2,517 21.3680 USD
Common Sell Transaction 324 21.3693 USD
Common Sell Transaction 4,678 21.3697 USD
Common Sell Transaction 301 21.3700 USD
Common Sell Transaction 31,235 21.3700 USD
Common Sell Transaction 1,884 21.3723 USD
Common Sell Transaction 400 21.3725 USD
Common Sell Transaction 300 21.3733 USD
Common Sell Transaction 500 21.3750 USD
Common Sell Transaction 187 21.3750 USD
Common Sell Transaction 100 21.3756 USD
Common Sell Transaction 700 21.3793 USD
Common Sell Transaction 279 21.3798 USD
Common Sell Transaction 100 21.3800 USD
Common Sell Transaction 359 21.3834 USD
Common Sell Transaction 485 21.3869 USD
Common Sell Transaction 140 21.3873 USD
Common Sell Transaction 1,086 21.3879 USD
Common Sell Transaction 222 21.3880 USD
Common Sell Transaction 209 21.3883 USD
Common Sell Transaction 106 21.3883 USD
Common Sell Transaction 817 21.3900 USD
Common Sell Transaction 471 21.3923 USD
Common Sell Transaction 1,382 21.4000 USD
Common Sell Transaction 400 21.4050 USD
Common Sell Transaction 137 21.4050 USD
Common Sell Transaction 174 21.4085 USD
Ap29
(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 10,500 20.0000 USD American 2025-12-19 1.3500 USD
Common Call Option Buy Transaction 6,000 20.0000 USD American 2025-12-19 1.3600 USD
Common Call Option Buy Transaction 7,200 20.0000 USD American 2025-12-19 1.4000 USD
Common Call Option Buy Transaction 100 10.0000 USD American 2027-01-15 11.2300 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)
Ap30
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 4 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.
Ap32
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 -900 25.0 USD American 20/03/2026
Common Put Option Purchased -4,700 15.0 USD American 19/12/2025
Common Call Option Purchased 24,200 22.5 USD American 20/03/2026
Common Put Option Purchased 0 12.5 USD American 15/01/2027
Common Put Option Purchased -100 20.0 USD American 18/06/2026
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
Common Call Option Purchased 29,100 20.0 USD American 19/12/2025
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 Call Option Purchased 5,100 22.5 USD American 15/01/2027
Common Call Option Purchased 0 5.0 USD American 16/01/2026
Common Put Option Purchased -3,100 12.5 USD American 20/03/2026
Common Put Option Purchased -200 17.5 USD American 20/03/2026
Common Put Option Purchased -60,700 15.0 USD American 16/01/2026
Common Put Option Purchased -44,400 10.0 USD American 16/01/2026
Common Put Option Purchased -2,900 7.5 USD American 19/12/2025
Common Call Option Purchased 0 25.0 USD American 20/03/2026
Common Put Option Purchased -100 7.5 USD American 20/03/2026
Common Put Option Purchased -3,800 15.0 USD American 20/03/2026
Common Put Option Purchased -100 15.0 USD American 15/01/2027
Common Call Option Purchased 3,000 25.0 USD American 15/01/2027
Common Put Option Purchased -1,000 17.5 USD American 18/06/2026
Common Call Option Purchased 5,600 12.5 USD American 15/01/2027
Common Call Option Purchased 5,100 15.0 USD American 15/01/2027
Common Call Option Purchased 2,200 20.0 USD American 18/06/2026
Common Put Option Sold 5,300 20.0 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 Put Option Sold 24,900 7.5 USD American 16/01/2026
Common Put Option Sold 400 20.0 USD American 20/03/2026
Common Put Option Sold 5,500 12.5 USD American 16/01/2026
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
Common Call Option Sold -4,900 22.5 USD American 19/12/2025
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -65,900 12.5 USD American 16/01/2026
Common Call Option Sold -100 30.0 USD American 19/12/2025
Common Call Option Sold -6,800 25.0 USD American 19/12/2025
Common Call Option Sold -38,000 15.0 USD American 19/12/2025
Common Call Option Sold -2,100 12.5 USD American 20/03/2026
Common Put Option Sold 1,600 12.5 USD American 19/12/2025
Common Call Option Sold -13,400 10.0 USD American 15/01/2027
Common Call Option Sold -5,100 10.0 USD American 19/12/2025
Common Call Option Sold -30,000 15.0 USD American 20/03/2026
Common Call Option Sold -1,700 25.0 USD American 16/01/2026
Common Call Option Sold -34,200 5.0 USD American 15/01/2027
Common Call Option Sold -148,000 15.0 USD American 16/01/2026
Common Call Option Sold -6,200 12.5 USD American 19/12/2025
Common Call Option Sold -182,900 10.0 USD American 16/01/2026
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
Common Call Option Sold -31,800 17.5 USD American 19/12/2025
Common Call Option Sold -100 20.0 USD American 15/01/2027
Common Call Option Sold -5,400 20.0 USD American 20/03/2026
Common Put Option Sold 2,000 17.5 USD American 19/12/2025
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 -2,600 30.0 USD American 16/01/2026
Common Call Option Sold -4,800 17.5 USD American 15/01/2027
Common Put Option Sold 4,400 17.5 USD American 16/01/2026
Common Call Option Sold -10,200 7.5 USD American 15/01/2027
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position
can be fully understood:
Ap33
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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