REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
11/12/2025 16:00
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RNS Number : 1893L Citadel Group 11 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 10 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 980,699 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 240,200 0.24 795,600 0.81
purchase/ sell
Total 1,220,899 1.24 1,040,768 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 1 21.3700 USD
Common Buy Transaction 132 21.3800 USD
Common Buy Transaction 100 21.3850 USD
Common Buy Transaction 224 21.3851 USD
Common Buy Transaction 344 21.3868 USD
Common Buy Transaction 1,280 21.3891 USD
Common Buy Transaction 24 21.3896 USD
Common Buy Transaction 6,670 21.3898 USD
Common Buy Transaction 2,246 21.3900 USD
Common Buy Transaction 908 21.3911 USD
Common Buy Transaction 7 21.3929 USD
Common Buy Transaction 2,394 21.4000 USD
Common Buy Transaction 601 21.4001 USD
Common Buy Transaction 750 21.4001 USD
Common Buy Transaction 203 21.4002 USD
Common Buy Transaction 1,315 21.4015 USD
Common Buy Transaction 69 21.4033 USD
Common Buy Transaction 5 21.4060 USD
Common Buy Transaction 13 21.4069 USD
Common Buy Transaction 3,576 21.4100 USD
Common Buy Transaction 2,769 21.4100 USD
Common Buy Transaction 273 21.4114 USD
Common Buy Transaction 564 21.4116 USD
Common Buy Transaction 86 21.4116 USD
Common Buy Transaction 1,239 21.4142 USD
Common Buy Transaction 401 21.4149 USD
Common Buy Transaction 342 21.4150 USD
Common Buy Transaction 6,793 21.4150 USD
Common Buy Transaction 825 21.4152 USD
Common Buy Transaction 7,000 21.4157 USD
Common Buy Transaction 4,443 21.4159 USD
Common Buy Transaction 6,607 21.4167 USD
Common Buy Transaction 515 21.4175 USD
Common Buy Transaction 2,320 21.4178 USD
Common Buy Transaction 310 21.4200 USD
Common Buy Transaction 800 21.4201 USD
Common Buy Transaction 10,619 21.4206 USD
Common Buy Transaction 1,500 21.4210 USD
Common Buy Transaction 219 21.4231 USD
Common Buy Transaction 1,700 21.4256 USD
Common Buy Transaction 392 21.4264 USD
Common Buy Transaction 587 21.4265 USD
Common Buy Transaction 1,166 21.4272 USD
Common Buy Transaction 1,062 21.4275 USD
Common Buy Transaction 432 21.4285 USD
Common Buy Transaction 1,060 21.4292 USD
Common Buy Transaction 3,300 21.4300 USD
Common Buy Transaction 1,229 21.4328 USD
Common Buy Transaction 1,540 21.4344 USD
Common Buy Transaction 200 21.4350 USD
Common Buy Transaction 1,200 21.4358 USD
Common Buy Transaction 2 21.4400 USD
Common Buy Transaction 200 21.4450 USD
Common Buy Transaction 300 21.4500 USD
Common Buy Transaction 394 21.4502 USD
Common Buy Transaction 3 21.4533 USD
Common Buy Transaction 606 21.4550 USD
Common Buy Transaction 1,031 21.4576 USD
Common Buy Transaction 200 21.4600 USD
Common Buy Transaction 252 21.4681 USD
Common Buy Transaction 201 21.4700 USD
Common Buy Transaction 670 21.4776 USD
Common Buy Transaction 1,217 21.4800 USD
Common Buy Transaction 3 21.4867 USD
Common Buy Transaction 330 21.5000 USD
Common Buy Transaction 324 21.5090 USD
Common Sell Transaction 2 21.3700 USD
Common Sell Transaction 9,065 21.3894 USD
Common Sell Transaction 2,318 21.3900 USD
Common Sell Transaction 1,364 21.3933 USD
Common Sell Transaction 694 21.3933 USD
Common Sell Transaction 110 21.3950 USD
Common Sell Transaction 35 21.3980 USD
Common Sell Transaction 801 21.4000 USD
Common Sell Transaction 26 21.4012 USD
Common Sell Transaction 902 21.4023 USD
Common Sell Transaction 300 21.4050 USD
Common Sell Transaction 26 21.4062 USD
Common Sell Transaction 594 21.4064 USD
Common Sell Transaction 541 21.4078 USD
Common Sell Transaction 4,200 21.4079 USD
Common Sell Transaction 524 21.4085 USD
Common Sell Transaction 1,496 21.4100 USD
Common Sell Transaction 2,400 21.4117 USD
Common Sell Transaction 782 21.4128 USD
Common Sell Transaction 755 21.4148 USD
Common Sell Transaction 330 21.4150 USD
Common Sell Transaction 63 21.4154 USD
Common Sell Transaction 38 21.4155 USD
Common Sell Transaction 7,000 21.4157 USD
Common Sell Transaction 7,700 21.4160 USD
Common Sell Transaction 600 21.4167 USD
Common Sell Transaction 540 21.4168 USD
Common Sell Transaction 1,898 21.4175 USD
Common Sell Transaction 1,856 21.4180 USD
Common Sell Transaction 2,294 21.4181 USD
Common Sell Transaction 1,222 21.4183 USD
Common Sell Transaction 279 21.4196 USD
Common Sell Transaction 5,896 21.4200 USD
Common Sell Transaction 679 21.4206 USD
Common Sell Transaction 305 21.4206 USD
Common Sell Transaction 904 21.4218 USD
Common Sell Transaction 133 21.4234 USD
Common Sell Transaction 2,503 21.4235 USD
Common Sell Transaction 490 21.4250 USD
Common Sell Transaction 358 21.4250 USD
Common Sell Transaction 1,610 21.4258 USD
Common Sell Transaction 225 21.4278 USD
Common Sell Transaction 161 21.4300 USD
Common Sell Transaction 506 21.4301 USD
Common Sell Transaction 230 21.4304 USD
Common Sell Transaction 100 21.4350 USD
Common Sell Transaction 1,410 21.4352 USD
Common Sell Transaction 298 21.4354 USD
Common Sell Transaction 460 21.4365 USD
Common Sell Transaction 2,961 21.4386 USD
Common Sell Transaction 365 21.4390 USD
Common Sell Transaction 791 21.4397 USD
Common Sell Transaction 2 21.4400 USD
Common Sell Transaction 149 21.4432 USD
Common Sell Transaction 306 21.4448 USD
Common Sell Transaction 1,100 21.4450 USD
Common Sell Transaction 684 21.4494 USD
Common Sell Transaction 501 21.4500 USD
Common Sell Transaction 358 21.4508 USD
Common Sell Transaction 84 21.4614 USD
Common Sell Transaction 323 21.4619 USD
Common Sell Transaction 100 21.4650 USD
Common Sell Transaction 41 21.4690 USD
Common Sell Transaction 514 21.4700 USD
Common Sell Transaction 378 21.4746 USD
Common Sell Transaction 12 21.4783 USD
Common Sell Transaction 4,628 21.4800 USD
Common Sell Transaction 8 21.4850 USD
Common Sell Transaction 19 21.5153 USD
Common Sell Transaction 9 21.5156 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 16,000 20.0000 USD American 2025-12-19 1.4000 USD
Common Call Option Buy Transaction 2,000 20.0000 USD American 2025-12-19 1.4400 USD
Common Call Option Sell Transaction 1,000 25.0000 USD American 2027-01-15 0.0900 USD
Common Call Option Sell Transaction 2,000 25.0000 USD American 2027-01-15 0.1000 USD
Common Call Option Sell Transaction 500 22.5000 USD American 2026-03-20 0.1500 USD
Common Call Option Sell Transaction 100 20.0000 USD American 2026-03-20 1.4500 USD
Common Call Option Sell Transaction 1,000 20.0000 USD American 2026-03-20 1.5300 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 11 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 -100 20.0 USD American 18/06/2026
Common Put Option Purchased -44,400 10.0 USD American 16/01/2026
Common Call Option Purchased 5,600 12.5 USD American 15/01/2027
Common Put Option Purchased -900 25.0 USD American 20/03/2026
Common Call Option Purchased 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 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 7.5 USD American 20/03/2026
Common Call Option Purchased 5,100 15.0 USD American 15/01/2027
Common Put Option Purchased 0 12.5 USD American 15/01/2027
Common Call Option Purchased 5,100 22.5 USD American 15/01/2027
Common Put Option Purchased -200 17.5 USD American 20/03/2026
Common Call Option Purchased 23,700 22.5 USD American 20/03/2026
Common Put Option Purchased -1,000 17.5 USD American 18/06/2026
Common Put Option Purchased -2,900 7.5 USD American 19/12/2025
Common Put Option Purchased -100 15.0 USD American 15/01/2027
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
Common Put Option Purchased 0 10.0 USD American 20/03/2026
Common Put Option Purchased -3,100 12.5 USD American 20/03/2026
Common Call Option Purchased 59,800 20.0 USD American 19/12/2025
Common Put Option Purchased -60,700 15.0 USD American 16/01/2026
Common Call Option Purchased 0 25.0 USD American 15/01/2027
Common Call Option Purchased 0 25.0 USD American 20/03/2026
Common Call Option Purchased 2,200 20.0 USD American 18/06/2026
Common Call Option Sold -4,900 22.5 USD American 19/12/2025
Common Put Option Sold 300 20.0 USD American 20/03/2026
Common Put Option Sold 5,500 12.5 USD American 16/01/2026
Common Call Option Sold -6,500 20.0 USD American 20/03/2026
Common Call Option Sold -2,600 30.0 USD American 16/01/2026
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -38,000 15.0 USD American 19/12/2025
Common Call Option Sold -100 20.0 USD American 15/01/2027
Common Call Option Sold -29,900 22.5 USD American 16/01/2026
Common Call Option Sold -2,100 12.5 USD American 20/03/2026
Common Call Option Sold -65,900 12.5 USD American 16/01/2026
Common Put Option Sold 8,200 10.0 USD American 19/12/2025
Common Put Option Sold 1,600 12.5 USD American 19/12/2025
Common Call Option Sold -46,200 20.0 USD American 16/01/2026
Common Call Option Sold -4,800 17.5 USD American 15/01/2027
Common Call Option Sold -6,800 25.0 USD American 19/12/2025
Common Call Option Sold -1,700 25.0 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 Call Option Sold -179,400 10.0 USD American 16/01/2026
Common Call Option Sold -147,700 15.0 USD American 16/01/2026
Common Call Option Sold -5,100 10.0 USD American 19/12/2025
Common Call Option Sold -34,200 5.0 USD American 15/01/2027
Common Call Option Sold -30,000 15.0 USD American 20/03/2026
Common Put Option Sold 24,900 7.5 USD American 16/01/2026
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
Common Call Option Sold -20,800 17.5 USD American 19/12/2025
Common Put Option Sold 4,400 17.5 USD American 16/01/2026
Common Put Option Sold 27,700 20.0 USD American 19/12/2025
Common Call Option Sold -13,400 10.0 USD American 15/01/2027
Common Call Option Sold -7,500 7.5 USD American 15/01/2027
Common Call Option Sold -100 35.0 USD American 16/01/2026
Common Call Option Sold -100 30.0 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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