REG - Citadel Group Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
Yesterday 16:15
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RNS Number : 9336L Citadel Group 17 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 16 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 924,604 0.94 209,053 0.21
(2) Cash-settled derivatives 0 0.00 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 254,900 0.25 783,900 0.79
purchase/ sell
Total 1,179,504 1.20 992,953 1.01
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 2 21.3600 USD
Common Buy Transaction 2,449 21.3623 USD
Common Buy Transaction 32 21.3650 USD
Common Buy Transaction 5,076 21.3691 USD
Common Buy Transaction 65 21.3696 USD
Common Buy Transaction 8,999 21.3700 USD
Common Buy Transaction 446 21.3701 USD
Common Buy Transaction 1,824 21.3710 USD
Common Buy Transaction 573 21.3712 USD
Common Buy Transaction 469 21.3713 USD
Common Buy Transaction 442 21.3717 USD
Common Buy Transaction 196 21.3724 USD
Common Buy Transaction 785 21.3729 USD
Common Buy Transaction 831 21.3731 USD
Common Buy Transaction 9 21.3733 USD
Common Buy Transaction 1,400 21.3743 USD
Common Buy Transaction 608 21.3750 USD
Common Buy Transaction 102 21.3751 USD
Common Buy Transaction 67 21.3752 USD
Common Buy Transaction 665 21.3752 USD
Common Buy Transaction 556 21.3754 USD
Common Buy Transaction 1,334 21.3755 USD
Common Buy Transaction 389 21.3761 USD
Common Buy Transaction 183 21.3762 USD
Common Buy Transaction 257 21.3764 USD
Common Buy Transaction 6,551 21.3765 USD
Common Buy Transaction 50 21.3766 USD
Common Buy Transaction 152 21.3766 USD
Common Buy Transaction 249 21.3772 USD
Common Buy Transaction 3,990 21.3773 USD
Common Buy Transaction 18 21.3778 USD
Common Buy Transaction 1,064 21.3782 USD
Common Buy Transaction 391 21.3783 USD
Common Buy Transaction 600 21.3783 USD
Common Buy Transaction 720 21.3786 USD
Common Buy Transaction 565 21.3791 USD
Common Buy Transaction 391 21.3794 USD
Common Buy Transaction 12,338 21.3797 USD
Common Buy Transaction 2,177 21.3797 USD
Common Buy Transaction 3,669 21.3800 USD
Common Buy Transaction 136 21.3816 USD
Common Buy Transaction 235 21.3826 USD
Common Buy Transaction 30 21.3830 USD
Common Buy Transaction 145 21.3843 USD
Common Buy Transaction 14 21.3850 USD
Common Buy Transaction 39 21.3851 USD
Common Buy Transaction 39 21.3854 USD
Common Buy Transaction 199 21.3860 USD
Common Buy Transaction 282 21.3865 USD
Common Buy Transaction 115 21.3870 USD
Common Buy Transaction 6,362 21.3900 USD
Common Buy Transaction 1,000 21.3910 USD
Common Buy Transaction 607 21.3971 USD
Common Buy Transaction 300 21.4033 USD
Common Buy Transaction 1,200 21.4174 USD
Common Sell Transaction 148 21.3600 USD
Common Sell Transaction 18 21.3650 USD
Common Sell Transaction 148 21.3685 USD
Common Sell Transaction 616 21.3697 USD
Common Sell Transaction 4,906 21.3700 USD
Common Sell Transaction 14,915 21.3700 USD
Common Sell Transaction 3,800 21.3703 USD
Common Sell Transaction 1,600 21.3712 USD
Common Sell Transaction 7 21.3729 USD
Common Sell Transaction 1,083 21.3733 USD
Common Sell Transaction 3 21.3733 USD
Common Sell Transaction 22 21.3734 USD
Common Sell Transaction 1,023 21.3736 USD
Common Sell Transaction 900 21.3750 USD
Common Sell Transaction 901 21.3750 USD
Common Sell Transaction 605 21.3750 USD
Common Sell Transaction 93 21.3751 USD
Common Sell Transaction 15 21.3767 USD
Common Sell Transaction 13 21.3769 USD
Common Sell Transaction 1,000 21.3780 USD
Common Sell Transaction 112 21.3785 USD
Common Sell Transaction 9,008 21.3790 USD
Common Sell Transaction 1,399 21.3791 USD
Common Sell Transaction 8,231 21.3799 USD
Common Sell Transaction 4,395 21.3799 USD
Common Sell Transaction 9,547 21.3799 USD
Common Sell Transaction 76 21.3800 USD
Common Sell Transaction 2,685 21.3810 USD
Common Sell Transaction 2,076 21.3812 USD
Common Sell Transaction 219 21.3837 USD
Common Sell Transaction 279 21.3846 USD
Common Sell Transaction 580 21.3886 USD
Common Sell Transaction 1,614 21.3900 USD
Common Sell Transaction 1,633 21.3994 USD
Common Sell Transaction 890 21.4000 USD
Common Sell Transaction 2 21.4050 USD
Common Sell Transaction 172 21.4100 USD
Common Sell Transaction 24 21.4233 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 2,900 20.0000 USD American 2025-12-19 1.3500 USD
Common Call Option Buy Transaction 10,000 17.5000 USD American 2025-12-19 3.8000 USD
Common Call Option Sell Transaction 700 22.5000 USD American 2025-12-19 0.0500 USD
Common Call Option Sell Transaction 7,400 22.5000 USD American 2026-03-20 0.1000 USD
Common Call Option Sell Transaction 500 22.5000 USD American 2027-01-15 0.1400 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)
Common Call Option Exercised against 2,400 12.5000 USD
(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 17 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 0 10.0 USD American 20/03/2026
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 -200 17.5 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 Put Option Purchased 0 12.5 USD American 15/01/2027
Common Call Option Purchased 15,900 22.5 USD American 20/03/2026
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 Purchased 0 5.0 USD American 16/01/2026
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 Call Option Purchased 0 25.0 USD American 15/01/2027
Common Call Option Purchased 4,200 17.5 USD American 16/01/2026
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 Call Option Purchased 4,500 22.5 USD American 15/01/2027
Common Call Option Purchased 82,900 20.0 USD American 19/12/2025
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 -44,400 10.0 USD American 16/01/2026
Common Put Option Purchased -2,900 7.5 USD American 19/12/2025
Common Put Option Purchased -100 20.0 USD American 18/06/2026
Common Put Option Purchased -3,000 12.5 USD American 20/03/2026
Common Call Option Sold -100 20.0 USD American 15/01/2027
Common Call Option Sold -10,000 17.5 USD American 20/03/2026
Common Call Option Sold -7,500 7.5 USD American 15/01/2027
Common Put Option Sold 8,200 10.0 USD American 19/12/2025
Common Call Option Sold -46,200 20.0 USD American 16/01/2026
Common Call Option Sold -5,100 10.0 USD American 19/12/2025
Common Call Option Sold -38,000 15.0 USD American 19/12/2025
Common Put Option Sold 2,000 17.5 USD American 19/12/2025
Common Call Option Sold -179,300 10.0 USD American 16/01/2026
Common Call Option Sold -63,500 12.5 USD American 16/01/2026
Common Put Option Sold 59,000 5.0 USD American 16/01/2026
Common Call Option Sold -147,900 15.0 USD American 16/01/2026
Common Call Option Sold -100 30.0 USD American 19/12/2025
Common Call Option Sold -100 35.0 USD American 16/01/2026
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 -1,700 25.0 USD American 16/01/2026
Common Call Option Sold -6,200 12.5 USD American 19/12/2025
Common Call Option Sold -30,000 15.0 USD American 20/03/2026
Common Put Option Sold 300 20.0 USD American 20/03/2026
Common Call Option Sold -5,600 22.5 USD American 19/12/2025
Common Put Option Sold 27,700 20.0 USD American 19/12/2025
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 Put Option Sold 4,400 17.5 USD American 16/01/2026
Common Call Option Sold -9,600 7.5 USD American 16/01/2026
Common Put Option Sold 24,900 7.5 USD American 16/01/2026
Common Put Option Sold 1,600 12.5 USD American 19/12/2025
Common Call Option Sold -2,600 30.0 USD American 16/01/2026
Common Call Option Sold -13,400 10.0 USD American 15/01/2027
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 Call Option Sold -29,900 22.5 USD American 16/01/2026
Common Call Option Sold -10,800 17.5 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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