REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
10/12/2025 16:00
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RNS Number : 0485L Citadel Group 10 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 9 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 972,967 0.99 245,168 0.24
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 225,700 0.22 794,500 0.80
purchase/ sell
Total 1,198,667 1.22 1,039,668 1.05
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 500 21.2900 USD
Common Buy Transaction 174 21.2915 USD
Common Buy Transaction 440 21.2989 USD
Common Buy Transaction 614 21.2996 USD
Common Buy Transaction 2,222 21.3000 USD
Common Buy Transaction 159 21.3002 USD
Common Buy Transaction 1,300 21.3008 USD
Common Buy Transaction 462 21.3023 USD
Common Buy Transaction 117 21.3024 USD
Common Buy Transaction 14 21.3029 USD
Common Buy Transaction 700 21.3050 USD
Common Buy Transaction 2,493 21.3052 USD
Common Buy Transaction 44 21.3052 USD
Common Buy Transaction 600 21.3055 USD
Common Buy Transaction 32 21.3069 USD
Common Buy Transaction 280 21.3082 USD
Common Buy Transaction 31,206 21.3084 USD
Common Buy Transaction 366 21.3091 USD
Common Buy Transaction 224 21.3099 USD
Common Buy Transaction 590 21.3099 USD
Common Buy Transaction 26,425 21.3100 USD
Common Buy Transaction 100 21.3101 USD
Common Buy Transaction 770 21.3129 USD
Common Buy Transaction 204 21.3150 USD
Common Buy Transaction 4,200 21.3157 USD
Common Buy Transaction 801 21.3200 USD
Common Buy Transaction 520 21.3217 USD
Common Buy Transaction 262 21.3217 USD
Common Buy Transaction 500 21.3240 USD
Common Buy Transaction 200 21.3250 USD
Common Buy Transaction 400 21.3275 USD
Common Buy Transaction 1,130 21.3288 USD
Common Buy Transaction 924 21.3300 USD
Common Buy Transaction 500 21.3311 USD
Common Sell Transaction 316 21.2900 USD
Common Sell Transaction 2,904 21.2935 USD
Common Sell Transaction 16 21.2950 USD
Common Sell Transaction 470 21.2962 USD
Common Sell Transaction 38 21.2979 USD
Common Sell Transaction 205 21.2992 USD
Common Sell Transaction 3,447 21.3000 USD
Common Sell Transaction 159 21.3002 USD
Common Sell Transaction 1,300 21.3008 USD
Common Sell Transaction 1,128 21.3009 USD
Common Sell Transaction 1,332 21.3021 USD
Common Sell Transaction 2,005 21.3050 USD
Common Sell Transaction 515 21.3061 USD
Common Sell Transaction 1,134 21.3074 USD
Common Sell Transaction 1,406 21.3079 USD
Common Sell Transaction 671 21.3079 USD
Common Sell Transaction 11,852 21.3100 USD
Common Sell Transaction 1,013 21.3101 USD
Common Sell Transaction 684 21.3101 USD
Common Sell Transaction 520 21.3102 USD
Common Sell Transaction 67 21.3112 USD
Common Sell Transaction 750 21.3113 USD
Common Sell Transaction 55 21.3115 USD
Common Sell Transaction 25 21.3122 USD
Common Sell Transaction 122 21.3123 USD
Common Sell Transaction 330 21.3132 USD
Common Sell Transaction 43 21.3133 USD
Common Sell Transaction 366 21.3134 USD
Common Sell Transaction 4,923 21.3144 USD
Common Sell Transaction 24,918 21.3150 USD
Common Sell Transaction 104 21.3150 USD
Common Sell Transaction 34 21.3156 USD
Common Sell Transaction 691 21.3162 USD
Common Sell Transaction 2,552 21.3163 USD
Common Sell Transaction 7 21.3171 USD
Common Sell Transaction 62 21.3184 USD
Common Sell Transaction 103 21.3197 USD
Common Sell Transaction 12,090 21.3200 USD
Common Sell Transaction 131 21.3217 USD
Common Sell Transaction 400 21.3225 USD
Common Sell Transaction 174 21.3236 USD
Common Sell Transaction 57 21.3247 USD
Common Sell Transaction 5,000 21.3250 USD
Common Sell Transaction 39 21.3254 USD
Common Sell Transaction 50 21.3258 USD
Common Sell Transaction 104 21.3262 USD
Common Sell Transaction 14 21.3279 USD
Common Sell Transaction 481 21.3284 USD
Common Sell Transaction 453 21.3300 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 4,200 20.0000 USD American 2025-12-19 1.3000 USD
Common Put Option Sell Transaction 300 20.0000 USD American 2025-12-19 0.0400 USD
Common Put Option Sell Transaction 22,100 20.0000 USD American 2025-12-19 0.0500 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 10 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 Call Option Purchased 5,100 15.0 USD American 15/01/2027
Common Call Option Purchased 5,600 12.5 USD American 15/01/2027
Common Put Option Purchased -3,100 12.5 USD American 20/03/2026
Common Put Option Purchased -3,800 15.0 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 Call Option Purchased 2,200 20.0 USD American 18/06/2026
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 -1,000 17.5 USD American 18/06/2026
Common Put Option Purchased -100 7.5 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 -900 25.0 USD American 20/03/2026
Common Call Option Purchased 0 5.0 USD American 16/01/2026
Common Call Option Purchased 3,000 25.0 USD American 15/01/2027
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 41,800 20.0 USD American 19/12/2025
Common Call Option Purchased 900 7.5 USD American 19/12/2025
Common Put Option Purchased 0 12.5 USD American 15/01/2027
Common Put Option Purchased 0 10.0 USD American 20/03/2026
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
Common Call Option Purchased 5,100 22.5 USD American 15/01/2027
Common Put Option Purchased -2,900 7.5 USD American 19/12/2025
Common Put Option Sold 8,200 10.0 USD American 19/12/2025
Common Call Option Sold -65,900 12.5 USD American 16/01/2026
Common Put Option Sold 300 20.0 USD American 20/03/2026
Common Call Option Sold -5,100 10.0 USD American 19/12/2025
Common Call Option Sold -1,700 25.0 USD American 16/01/2026
Common Call Option Sold -5,400 20.0 USD American 20/03/2026
Common Put Option Sold 27,700 20.0 USD American 19/12/2025
Common Call Option Sold -100 35.0 USD American 16/01/2026
Common Call Option Sold -38,000 15.0 USD American 19/12/2025
Common Call Option Sold -20,800 17.5 USD American 19/12/2025
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
Common Call Option Sold -147,700 15.0 USD American 16/01/2026
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -29,900 22.5 USD American 16/01/2026
Common Call Option Sold -6,800 25.0 USD American 19/12/2025
Common Call Option Sold -34,200 5.0 USD American 15/01/2027
Common Put Option Sold 24,900 7.5 USD American 16/01/2026
Common Call Option Sold -4,800 17.5 USD American 15/01/2027
Common Call Option Sold -100 30.0 USD American 19/12/2025
Common Call Option Sold -2,600 30.0 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 20.0 USD American 15/01/2027
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
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 -30,000 15.0 USD American 20/03/2026
Common Call Option Sold -6,200 12.5 USD American 19/12/2025
Common Call Option Sold -46,200 20.0 USD American 16/01/2026
Common Call Option Sold -179,400 10.0 USD American 16/01/2026
Common Put Option Sold 2,000 17.5 USD American 19/12/2025
Common Call Option Sold -7,500 7.5 USD American 15/01/2027
Common Call Option Sold -4,900 22.5 USD American 19/12/2025
Common Put Option Sold 5,500 12.5 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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