REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
09/12/2025 14:30
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RNS Number : 8731K 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 5 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 985,396 1.00 245,168 0.24
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 199,100 0.20 776,300 0.79
purchase/ sell
Total 1,184,496 1.20 1,021,468 1.04
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 1,200 21.3300 USD
Common Buy Transaction 163 21.3333 USD
Common Buy Transaction 1,015 21.3337 USD
Common Buy Transaction 12,466 21.3348 USD
Common Buy Transaction 8,544 21.3350 USD
Common Buy Transaction 4,847 21.3350 USD
Common Buy Transaction 5,746 21.3350 USD
Common Buy Transaction 1,293 21.3350 USD
Common Buy Transaction 1,169 21.3350 USD
Common Buy Transaction 669 21.3350 USD
Common Buy Transaction 517 21.3350 USD
Common Buy Transaction 367 21.3350 USD
Common Buy Transaction 659 21.3350 USD
Common Buy Transaction 75 21.3351 USD
Common Buy Transaction 61 21.3351 USD
Common Buy Transaction 15 21.3353 USD
Common Buy Transaction 1,035 21.3358 USD
Common Buy Transaction 946 21.3365 USD
Common Buy Transaction 497 21.3366 USD
Common Buy Transaction 1,200 21.3367 USD
Common Buy Transaction 969 21.3371 USD
Common Buy Transaction 650 21.3381 USD
Common Buy Transaction 1,369 21.3381 USD
Common Buy Transaction 1,340 21.3384 USD
Common Buy Transaction 1,150 21.3387 USD
Common Buy Transaction 800 21.3388 USD
Common Buy Transaction 500 21.3390 USD
Common Buy Transaction 3,027 21.3390 USD
Common Buy Transaction 400 21.3391 USD
Common Buy Transaction 3,000 21.3392 USD
Common Buy Transaction 3,910 21.3396 USD
Common Buy Transaction 2,800 21.3398 USD
Common Buy Transaction 55,350 21.3400 USD
Common Buy Transaction 2,920 21.3400 USD
Common Buy Transaction 99 21.3405 USD
Common Buy Transaction 4,154 21.3405 USD
Common Buy Transaction 300 21.3417 USD
Common Buy Transaction 999 21.3419 USD
Common Buy Transaction 967 21.3421 USD
Common Buy Transaction 4 21.3425 USD
Common Buy Transaction 25 21.3436 USD
Common Buy Transaction 149 21.3444 USD
Common Buy Transaction 70 21.3449 USD
Common Buy Transaction 1,504 21.3450 USD
Common Buy Transaction 22 21.3450 USD
Common Buy Transaction 306 21.3451 USD
Common Buy Transaction 94 21.3451 USD
Common Buy Transaction 54 21.3452 USD
Common Buy Transaction 275 21.3455 USD
Common Buy Transaction 4,423 21.3455 USD
Common Buy Transaction 700 21.3456 USD
Common Buy Transaction 4,200 21.3461 USD
Common Buy Transaction 14 21.3471 USD
Common Buy Transaction 391 21.3477 USD
Common Buy Transaction 900 21.3489 USD
Common Buy Transaction 4,316 21.3500 USD
Common Buy Transaction 1,020 21.3525 USD
Common Buy Transaction 298 21.3543 USD
Common Buy Transaction 241 21.3583 USD
Common Buy Transaction 559 21.3589 USD
Common Buy Transaction 46 21.3593 USD
Common Buy Transaction 200 21.3600 USD
Common Buy Transaction 1,883 21.3700 USD
Common Buy Transaction 2,572 21.3756 USD
Common Buy Transaction 1,210 21.3800 USD
Common Sell Transaction 301 21.3300 USD
Common Sell Transaction 8,106 21.3350 USD
Common Sell Transaction 3,632 21.3359 USD
Common Sell Transaction 3 21.3367 USD
Common Sell Transaction 103 21.3372 USD
Common Sell Transaction 13 21.3377 USD
Common Sell Transaction 12,200 21.3379 USD
Common Sell Transaction 53,700 21.3381 USD
Common Sell Transaction 25,000 21.3385 USD
Common Sell Transaction 35,489 21.3400 USD
Common Sell Transaction 1,540 21.3406 USD
Common Sell Transaction 1,313 21.3408 USD
Common Sell Transaction 2,541 21.3409 USD
Common Sell Transaction 933 21.3432 USD
Common Sell Transaction 636 21.3450 USD
Common Sell Transaction 812 21.3450 USD
Common Sell Transaction 54 21.3452 USD
Common Sell Transaction 17 21.3453 USD
Common Sell Transaction 1,671 21.3454 USD
Common Sell Transaction 24 21.3454 USD
Common Sell Transaction 482 21.3466 USD
Common Sell Transaction 700 21.3471 USD
Common Sell Transaction 1,220 21.3473 USD
Common Sell Transaction 261 21.3482 USD
Common Sell Transaction 1,700 21.3482 USD
Common Sell Transaction 1,769 21.3500 USD
Common Sell Transaction 400 21.3502 USD
Common Sell Transaction 88 21.3588 USD
Common Sell Transaction 36 21.3600 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 3,700 20.0000 USD American 2025-12-19 1.3500 USD
Common Call Option Buy Transaction 12,000 17.5000 USD American 2025-12-19 3.8000 USD
Common Call Option Buy Transaction 3,500 10.0000 USD American 2026-01-16 11.3000 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 8 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 -2,900 7.5 USD American 19/12/2025
Common Put Option Purchased 0 12.5 USD American 15/01/2027
Common Call Option Purchased 3,000 25.0 USD American 15/01/2027
Common Put Option Purchased -100 20.0 USD American 18/06/2026
Common Call Option Purchased 2,200 20.0 USD American 18/06/2026
Common Put Option Purchased -3,800 15.0 USD American 20/03/2026
Common Call Option Purchased 37,600 20.0 USD American 19/12/2025
Common Call Option Purchased 0 5.0 USD American 16/01/2026
Common Put Option Purchased -4,700 15.0 USD American 19/12/2025
Common Put Option Purchased -100 15.0 USD American 15/01/2027
Common Put Option Purchased -60,700 15.0 USD American 16/01/2026
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 0 25.0 USD American 20/03/2026
Common Put Option Purchased -44,400 10.0 USD American 16/01/2026
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 Put Option Purchased -100 7.5 USD American 20/03/2026
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 -200 17.5 USD American 20/03/2026
Common Call Option Purchased 24,200 22.5 USD American 20/03/2026
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
Common Call Option Purchased 5,100 15.0 USD American 15/01/2027
Common Put Option Sold 1,600 12.5 USD American 19/12/2025
Common Call Option Sold -1,700 25.0 USD American 16/01/2026
Common Call Option Sold -30,000 15.0 USD American 20/03/2026
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
Common Put Option Sold 4,400 17.5 USD American 16/01/2026
Common Call Option Sold -13,400 10.0 USD American 15/01/2027
Common Call Option Sold -100 35.0 USD American 16/01/2026
Common Put Option Sold 2,000 17.5 USD American 19/12/2025
Common Call Option Sold -6,200 12.5 USD American 19/12/2025
Common Put Option Sold 24,900 7.5 USD American 16/01/2026
Common Put Option Sold 5,300 20.0 USD American 19/12/2025
Common Call Option Sold -9,900 22.5 USD American 16/01/2026
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -5,100 10.0 USD American 19/12/2025
Common Put Option Sold 5,500 12.5 USD American 16/01/2026
Common Put Option Sold 8,200 10.0 USD American 19/12/2025
Common Call Option Sold -100 20.0 USD American 15/01/2027
Common Call Option Sold -179,400 10.0 USD American 16/01/2026
Common Call Option Sold -4,900 22.5 USD American 19/12/2025
Common Call Option Sold -10,200 7.5 USD American 15/01/2027
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 Call Option Sold -4,800 17.5 USD American 15/01/2027
Common Call Option Sold -65,900 12.5 USD American 16/01/2026
Common Call Option Sold -2,600 30.0 USD American 16/01/2026
Common Call Option Sold -6,800 25.0 USD American 19/12/2025
Common Call Option Sold -19,800 17.5 USD American 19/12/2025
Common Call Option Sold -147,800 15.0 USD American 16/01/2026
Common Call Option Sold -100 30.0 USD American 19/12/2025
Common Call Option Sold -5,400 20.0 USD American 20/03/2026
Common Call Option Sold -34,200 5.0 USD American 15/01/2027
Common Put Option Sold 300 20.0 USD American 20/03/2026
Common Call Option Sold -46,200 20.0 USD American 16/01/2026
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position
can be fully understood:
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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