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

Avadel PharmaceuticalsAnnouncement

09/12/2025 16:00

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RNS Number : 8672K  Citadel Group  09 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                                      8 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                        979,986    0.99      246,400    0.25
 (2)   Cash-settled derivatives                                           0          0.00      0          0.00
 (3)   Stock-settled derivatives (including options) and agreements to    199,100    0.20      794,500    0.80
 purchase/ sell
 Total                                                                    1,179,086  1.20      1,040,900  1.06

 

 

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   229          21.3000 USD
  Common            Buy Transaction   300          21.3050 USD
  Common            Buy Transaction   1,692        21.3100 USD
  Common            Buy Transaction   9,630        21.3101 USD
  Common            Buy Transaction   370          21.3110 USD
  Common            Buy Transaction   297          21.3186 USD
  Common            Buy Transaction   2,433        21.3200 USD
  Common            Buy Transaction   5            21.3220 USD
  Common            Buy Transaction   700          21.3229 USD
  Common            Buy Transaction   11           21.3245 USD
  Common            Buy Transaction   200          21.3251 USD
  Common            Buy Transaction   13,562       21.3265 USD
  Common            Buy Transaction   2,065        21.3271 USD
  Common            Buy Transaction   140          21.3279 USD
  Common            Buy Transaction   362          21.3283 USD
  Common            Buy Transaction   1,700        21.3288 USD
  Common            Buy Transaction   1,000        21.3290 USD
  Common            Buy Transaction   4,401        21.3300 USD
  Common            Buy Transaction   1,600        21.3303 USD
  Common            Buy Transaction   116          21.3315 USD
  Common            Buy Transaction   179          21.3326 USD
  Common            Buy Transaction   47           21.3336 USD
  Common            Buy Transaction   12           21.3350 USD
  Common            Buy Transaction   981          21.3400 USD
  Common            Buy Transaction   51           21.3431 USD
  Common            Buy Transaction   2,354        21.3434 USD
  Common            Buy Transaction   1,677        21.3500 USD
  Common            Buy Transaction   474          21.3544 USD
  Common            Buy Transaction   330          21.3550 USD
  Common            Buy Transaction   100          21.3600 USD
  Common            Sell Transaction  3            21.3000 USD
  Common            Sell Transaction  117          21.3050 USD
  Common            Sell Transaction  475          21.3059 USD
  Common            Sell Transaction  179          21.3093 USD
  Common            Sell Transaction  9,801        21.3100 USD
  Common            Sell Transaction  370          21.3110 USD
  Common            Sell Transaction  702          21.3136 USD
  Common            Sell Transaction  79           21.3150 USD
  Common            Sell Transaction  302          21.3166 USD
  Common            Sell Transaction  920          21.3172 USD
  Common            Sell Transaction  5,693        21.3200 USD
  Common            Sell Transaction  685          21.3247 USD
  Common            Sell Transaction  916          21.3250 USD
  Common            Sell Transaction  2,000        21.3250 USD
  Common            Sell Transaction  70           21.3251 USD
  Common            Sell Transaction  947          21.3258 USD
  Common            Sell Transaction  13,570       21.3261 USD
  Common            Sell Transaction  7            21.3286 USD
  Common            Sell Transaction  800          21.3287 USD
  Common            Sell Transaction  4,000        21.3300 USD
  Common            Sell Transaction  3,328        21.3307 USD
  Common            Sell Transaction  110          21.3309 USD
  Common            Sell Transaction  684          21.3329 USD
  Common            Sell Transaction  351          21.3343 USD
  Common            Sell Transaction  500          21.3345 USD
  Common            Sell Transaction  100          21.3350 USD
  Common            Sell Transaction  85           21.3352 USD
  Common            Sell Transaction  694          21.3364 USD
  Common            Sell Transaction  470          21.3379 USD
  Common            Sell Transaction  6            21.3383 USD
  Common            Sell Transaction  1,829        21.3385 USD
  Common            Sell Transaction  14           21.3393 USD
  Common            Sell Transaction  865          21.3400 USD
  Common            Sell Transaction  2,607        21.3400 USD
  Common            Sell Transaction  381          21.3500 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                         100           15.0000 USD  American     2026-01-16  6.3400 USD
 Common      Call Option              Buy Transaction                         2,700         7.5000 USD   American     2027-01-15  13.8000 USD
 Common      Call Option              Sell Transaction                        20,000        22.5000 USD  American     2026-01-16  0.0500 USD
 Common      Call Option              Sell Transaction                        500           17.5000 USD  American     2025-12-19  3.8400 USD
 Common      Call Option              Sell Transaction                        500           17.5000 USD  American     2025-12-19  3.9000 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  9 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    -4,700           15.0 USD   American     19/12/2025

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

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

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

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

 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    5,600            12.5 USD   American     15/01/2027

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

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

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

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

 Common      Put Option     Purchased    -2,900           7.5 USD    American     19/12/2025

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

 Common      Call Option    Purchased    37,600           20.0 USD   American     19/12/2025

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

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

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

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

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

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

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

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

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

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

 Common      Put Option     Sold         300              20.0 USD   American     20/03/2026

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

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

 Common      Call Option    Sold         -7,500           7.5 USD    American     15/01/2027

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

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

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

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

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

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

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

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

 Common      Call Option    Sold         -147,700         15.0 USD   American     16/01/2026

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

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

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

 Common      Call Option    Sold         -20,800          17.5 USD   American     19/12/2025

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

 Common      Call Option    Sold         -4,900           22.5 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         -2,600           30.0 USD   American     16/01/2026

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

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

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

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

 Common      Call Option    Sold         -179,400         10.0 USD   American     16/01/2026

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

 Common      Call Option    Sold         -29,900          22.5 USD   American     16/01/2026

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

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

 

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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