REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
Yesterday 16:00
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RNS Number : 6063L Citadel Group 15 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 12 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 944,566 0.96 245,168 0.24
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 239,700 0.24 795,700 0.81
purchase/ sell
Total 1,184,266 1.20 1,040,868 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 800 21.3500 USD
Common Buy Transaction 1,200 21.3504 USD
Common Buy Transaction 47 21.3523 USD
Common Buy Transaction 505 21.3548 USD
Common Buy Transaction 1 21.3550 USD
Common Buy Transaction 413 21.3552 USD
Common Buy Transaction 1,094 21.3582 USD
Common Buy Transaction 22 21.3595 USD
Common Buy Transaction 1,461 21.3600 USD
Common Buy Transaction 990 21.3601 USD
Common Buy Transaction 324 21.3607 USD
Common Buy Transaction 4 21.3625 USD
Common Buy Transaction 1,050 21.3632 USD
Common Buy Transaction 400 21.3650 USD
Common Buy Transaction 612 21.3650 USD
Common Buy Transaction 132 21.3651 USD
Common Buy Transaction 327 21.3700 USD
Common Buy Transaction 234 21.3706 USD
Common Buy Transaction 94 21.3713 USD
Common Buy Transaction 1,823 21.3716 USD
Common Buy Transaction 905 21.3722 USD
Common Buy Transaction 295 21.3731 USD
Common Buy Transaction 4,762 21.3750 USD
Common Buy Transaction 4,763 21.3759 USD
Common Buy Transaction 2,278 21.3769 USD
Common Buy Transaction 134 21.3781 USD
Common Buy Transaction 309 21.3785 USD
Common Buy Transaction 405 21.3793 USD
Common Buy Transaction 204 21.3798 USD
Common Buy Transaction 2,270 21.3800 USD
Common Buy Transaction 500 21.3801 USD
Common Buy Transaction 850 21.3824 USD
Common Buy Transaction 273 21.3827 USD
Common Buy Transaction 613 21.3839 USD
Common Buy Transaction 3 21.3840 USD
Common Buy Transaction 398 21.3882 USD
Common Buy Transaction 473 21.3900 USD
Common Buy Transaction 2,000 21.3950 USD
Common Buy Transaction 3 21.3967 USD
Common Buy Transaction 1,361 21.3999 USD
Common Buy Transaction 8,823 21.4000 USD
Common Buy Transaction 9 21.4044 USD
Common Buy Transaction 9 21.4100 USD
Common Sell Transaction 1,240 21.3500 USD
Common Sell Transaction 2,497 21.3583 USD
Common Sell Transaction 17,235 21.3600 USD
Common Sell Transaction 36 21.3617 USD
Common Sell Transaction 110 21.3637 USD
Common Sell Transaction 50 21.3650 USD
Common Sell Transaction 65 21.3658 USD
Common Sell Transaction 3 21.3667 USD
Common Sell Transaction 21 21.3671 USD
Common Sell Transaction 158 21.3672 USD
Common Sell Transaction 763 21.3677 USD
Common Sell Transaction 4,712 21.3700 USD
Common Sell Transaction 73 21.3704 USD
Common Sell Transaction 2,447 21.3717 USD
Common Sell Transaction 2,011 21.3722 USD
Common Sell Transaction 20 21.3750 USD
Common Sell Transaction 267 21.3751 USD
Common Sell Transaction 301 21.3757 USD
Common Sell Transaction 80 21.3762 USD
Common Sell Transaction 195 21.3775 USD
Common Sell Transaction 368 21.3779 USD
Common Sell Transaction 379 21.3783 USD
Common Sell Transaction 276 21.3794 USD
Common Sell Transaction 4,793 21.3799 USD
Common Sell Transaction 207 21.3799 USD
Common Sell Transaction 3,556 21.3800 USD
Common Sell Transaction 531 21.3835 USD
Common Sell Transaction 329 21.3838 USD
Common Sell Transaction 203 21.3850 USD
Common Sell Transaction 3 21.3867 USD
Common Sell Transaction 20 21.3900 USD
Common Sell Transaction 357 21.3911 USD
Common Sell Transaction 15 21.3913 USD
Common Sell Transaction 1,760 21.3922 USD
Common Sell Transaction 2 21.3950 USD
Common Sell Transaction 11 21.3973 USD
Common Sell Transaction 2 21.4000 USD
Common Sell Transaction 400 21.4050 USD
Common Sell Transaction 10 21.4060 USD
Common Sell Transaction 21 21.4062 USD
Common Sell Transaction 1,158 21.4100 USD
Common Sell Transaction 1,452 21.4115 USD
Common Sell Transaction 1,716 21.4173 USD
Common Sell Transaction 1,501 21.4180 USD
Common Sell Transaction 10,677 21.4200 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 Sell Transaction 400 22.5000 USD American 2026-03-20 0.1000 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 15 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 -3,100 12.5 USD American 20/03/2026
Common Call Option Purchased 5,000 22.5 USD American 15/01/2027
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 -100 15.0 USD American 15/01/2027
Common Put Option Purchased -900 25.0 USD American 20/03/2026
Common Put Option Purchased -44,400 10.0 USD American 16/01/2026
Common Call Option Purchased 0 25.0 USD American 15/01/2027
Common Put Option Purchased -4,700 15.0 USD American 19/12/2025
Common Call Option Purchased 0 5.0 USD American 16/01/2026
Common Call Option Purchased 900 7.5 USD American 19/12/2025
Common Put Option Purchased -2,900 7.5 USD American 19/12/2025
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 Call Option Purchased 0 25.0 USD American 20/03/2026
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
Common Put Option Purchased -3,800 15.0 USD American 20/03/2026
Common Put Option Purchased -60,700 15.0 USD American 16/01/2026
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 59,800 20.0 USD American 19/12/2025
Common Put Option Purchased 0 12.5 USD American 15/01/2027
Common Call Option Purchased 5,600 12.5 USD American 15/01/2027
Common Put Option Purchased 0 10.0 USD American 20/03/2026
Common Call Option Purchased 23,300 22.5 USD American 20/03/2026
Common Call Option Sold -29,900 22.5 USD American 16/01/2026
Common Put Option Sold 2,000 17.5 USD American 19/12/2025
Common Call Option Sold -20,800 17.5 USD American 19/12/2025
Common Call Option Sold -147,900 15.0 USD American 16/01/2026
Common Put Option Sold 5,500 12.5 USD American 16/01/2026
Common Put Option Sold 4,400 17.5 USD American 16/01/2026
Common Call Option Sold -6,800 25.0 USD American 19/12/2025
Common Call Option Sold -6,200 12.5 USD American 19/12/2025
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -6,500 20.0 USD American 20/03/2026
Common Call Option Sold -2,100 12.5 USD American 20/03/2026
Common Call Option Sold -100 20.0 USD American 15/01/2027
Common Call Option Sold -4,900 22.5 USD American 19/12/2025
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 -65,900 12.5 USD American 16/01/2026
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
Common Call Option Sold -13,400 10.0 USD American 15/01/2027
Common Put Option Sold 27,700 20.0 USD American 19/12/2025
Common Call Option Sold -34,200 5.0 USD American 15/01/2027
Common Call Option Sold -2,600 30.0 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 -7,500 7.5 USD American 15/01/2027
Common Call Option Sold -179,300 10.0 USD American 16/01/2026
Common Call Option Sold -100 35.0 USD American 16/01/2026
Common Call Option Sold -100 30.0 USD American 19/12/2025
Common Put Option Sold 8,200 10.0 USD American 19/12/2025
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
Common Call Option Sold -4,800 17.5 USD American 15/01/2027
Common Call Option Sold -46,200 20.0 USD American 16/01/2026
Common Call Option Sold -38,000 15.0 USD American 19/12/2025
Common Put Option Sold 1,600 12.5 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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