REG - American Axle & Mfg. Dowlais Group PLC - AMERICAN AXLE & MANUFACTURING SHAREHOLDER APPROVAL

BarclaysAnnouncement

Today 08:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250716:nRSP1984Ra&default-theme=true

RNS Number : 1984R  American Axle & Mfg Hldgs, Inc.  16 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 July 2025

RECOMMENDED CASH AND SHARE   combination

of

DOWLAIS GROUP PLC ("DOWLAIS")

with

american axle & manufacturing holdings, inc. ("AAM")

AAM SHAREHOLDER APPROVAL

On 29 January 2025, the boards of AAM and Dowlais announced that they had
reached agreement on the terms of a recommended cash and share offer to be
made by AAM for the entire issued and to be issued ordinary share capital of
Dowlais (the "Combination"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
Following the Combination, the combined AAM and Dowlais group will have an
expanded and balanced geographic presence across multiple automotive segments
supporting ICE, Hybrid and Electric powertrains and is expected to generate
annual revenues of approximately $12 billion on a non-adjusted combined basis.

On 19 June 2025, Dowlais announced the publication of a circular in relation
to the Scheme (the "Scheme Document").

AAM Shareholder Meeting Results

AAM and Dowlais are pleased to announce that, at the AAM Shareholder Meeting
held on 15 July 2025, the AAM Shareholders approved all proposals related to
the Combination. As a result, Conditions 4(a) and 4(b) (as set out in Part
Three of the Scheme Document) have been satisfied. The final voting results
for each of the proposals submitted to a vote of AAM Shareholders at the AAM
Shareholder Meeting can be found on a Current Report on Form 8-K to be filed
with the US Securities and Exchange Commission.

Combination update

UK Secondary Listing

As announced on 16 May 2025, AAM intends to seek a secondary listing and
admission of AAM Shares (including the New AAM Shares) to trading on the
London Stock Exchange.

Dowlais Meetings

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) Dowlais Shareholders vote in favour of the Special Resolutions at the
General Meeting. The Court Meeting and General Meeting will be held at
Slaughter and May, One Bunhill Row, London, EC1Y 8YY at 11:00 a.m. and 11:15
a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned) on
22 July 2025, respectively.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders.

Scheme Shareholders and Dowlais Shareholders who have not yet done so are
therefore strongly urged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible and, in any event,
so that the proxy appointment and instructions are received by Dowlais'
registrar, Equiniti, by 11.00 a.m. and 11.15 a.m. (respectively) on 18 July
2025 (or, in the case of any adjournment, not later than 48 hours before the
time fixed for the adjourned Meeting, in each case excluding any part of such
48 hour period falling on a day that is not a working day). Further details on
the submission of proxies are set out in the Scheme Document.

Regulatory and merger control clearances

Antitrust and other regulatory approvals continue to progress, and the
Combination is anticipated to close in the fourth quarter of 2025, subject to
Dowlais shareholder approval and the completion of the other remaining
conditions.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which remains unchanged. The Scheme remains
conditional on the approval of the requisite majority of Scheme Shareholders
at the Court Meeting and the requisite majority of Dowlais Shareholders at the
General Meeting. The Scheme is also subject to the satisfaction (or, where
applicable, waiver) of the other Conditions (including the sanction of the
Court) and further terms, as described more fully in the Scheme Document.

Subject to the satisfaction or, where permitted, waiver of all the Conditions,
and subject to the approval and availability of the Court, the Scheme is
expected to become Effective in the final quarter of 2025 and, in any event,
prior to the Long Stop Date. Dowlais will make further announcements through a
Regulatory Information Service, with such announcements also being made
available on Dowlais' website at www.dowlais.com/AAMcombination and on AAM's
website at www.aam.com/investors/offer-for-dowlais-group-plc. An update to the
expected timetable is expected to be announced following receipt of the
relevant regulatory approvals upon which the Combination is conditional.

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document. All references to times
in this announcement are to London times unless stated otherwise.

Enquiries:

Dowlais

 Investors
 Pier Falcione                                                +44 (0) 7855 185 420
 Barclays (Financial adviser and corporate broker to Dowlais)
 Guy Bomford / Adrian Beidas / Neal West (Corporate Broking)  +44 (0) 20 7623 2323
 Rothschild & Co (Financial adviser to Dowlais)
 Ravi Gupta / Nathalie Ferretti                               +44 (0) 20 7280 5000
 Investec Bank plc (Joint corporate broker to Dowlais)
 Carlton Nelson / Christopher Baird                           +44 (0) 20 7597 5970
 Montfort Communications (PR adviser to Dowlais)
 Nick Miles / Neil Craven                                     +44 (0) 7739 701 634

                                                              +44 (0) 7876 475 419

AAM

 David H. Lim, Head of Investor Relations                            +1 (313) 758-2006
 Christopher M. Son, Vice President, Marketing & Communications      +1 (313) 758-4814
 J.P. Morgan (Exclusive financial adviser to AAM)
 Ian MacAllister / Michael Murphy                                    +1 (212) 270 6000
 Robert Constant / Jonty Edwards                                     +44 (0) 20 3493 8000
 FGS Global (PR adviser to AAM)
 Jim Barron                                                          +1 (212) 687 8080
 Charlie Chichester / Rory King                                      +44 20 7251 3801

Slaughter and May is acting as legal adviser to Dowlais. Allen Overy Shearman
Sterling LLP is acting as legal adviser to AAM.

Disclaimers

Important notices relating to financial advisers

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority (the "FCA")). J.P. Morgan is acting as financial
adviser exclusively for AAM and no one else in connection with the Combination
and will not regard any other person as its client in relation to the
Combination and will not be responsible to anyone other than AAM for providing
the protections afforded to clients of J.P. Morgan or its affiliates, nor for
providing advice in relation to the Combination or any other matter or
arrangement referred to herein.

Barclays, which is authorised by the PRA and regulated in the United Kingdom
by the FCA and the PRA, is acting exclusively for Dowlais and no one else in
connection with the Combination and will not be responsible to anyone other
than Dowlais for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the Combination or any other matter
referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Dowlais securities on the London Stock Exchange.
These purchases and activities by exempt principal traders which are required
to be made public in the United Kingdom pursuant to the Code will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com.) . This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.

Rothschild & Co, which is authorised and regulated in the UK by the FCA,
is acting exclusively as financial adviser to Dowlais and for no‑one else in
connection with the Combination and shall not be responsible to anyone other
than Dowlais for providing the protections afforded to clients of Rothschild
& Co, nor for providing advice in connection with the Combination or any
matter referred to herein. Neither Rothschild & Co nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in connection with
this announcement, any statement contained herein, the Combination or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.

Investec, which is authorised in the United Kingdom by the PRA and regulated
in the United Kingdom by the FCA and the PRA, is acting exclusively for
Dowlais and no one else in connection with the subject matter of this
announcement and will not regard any other person as its client in relation to
the subject matter of this announcement and will not be responsible to anyone
other than Dowlais for providing the protections afforded to the clients of
Investec, or for providing advice in connection with the subject matter of
this announcement or any other matters referred to herein. Neither Investec
nor any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Investec in connection with the subject matter of this announcement,
any statement contained herein or otherwise, and no representation, express or
implied, is made by Investec or any of its subsidiaries, branches or
affiliates, or purported to be made on behalf of Investec or any of its
subsidiaries, branches or affiliates, in relation to the contents of this
announcement, including with regard to the accuracy or completeness of the
announcement or the verification of any other statements made or purported to
be made by or on behalf of Investec or any of its subsidiaries, branches or
affiliates in connection with the matters described in this announcement.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Combination or otherwise. In particular, this announcement is not an offer
of securities for sale into the U.S. No offer of securities shall be made in
the U.S. absent registration under the U.S. Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such registration
requirements. The Combination will be made solely through the Scheme Document
(or, if the Combination is implemented by way of a Takeover Offer, the
Takeover Offer documents), which, together with the accompanying Forms of
Proxy and Forms of Election in relation to the Mix and Match Facility, which
will contain the full terms and conditions of the Combination, including
details of how to vote in respect of the Combination. Any decision in respect
of the Combination should be made only on the basis of the information in the
Scheme Document (or, if the Combination is implemented by way of a Takeover
Offer, the Takeover Offer documents).

Dowlais and AAM urge Dowlais Shareholders to read the Scheme Document (or any
other document by which the Combination is made) in full because it contains
important information relating to the Combination, including details of how to
vote in respect of the Scheme.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement does not constitute a prospectus or a prospectus
equivalent document.

The Combination will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange and the FCA.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Combination or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK, and the availability of the Combination to Dowlais
Shareholders who are not resident in the UK, may be restricted by law and
therefore any persons who are not resident in the UK or who are subject to the
laws of any jurisdiction other than the UK (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of persons who
are not resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Combination or to vote their Dowlais Shares
in respect of the Scheme at the Court Meeting, or to execute and deliver Forms
of Proxy appointing another to vote at the Court Meeting on their behalf or
the Form of Election in respect of the Mix and Match Facility, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Combination disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by AAM or required by the Code, and permitted by
applicable law and regulation, the Combination shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Combination by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this announcement and any formal documentation relating
to the Combination are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Combination.

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Code and information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. Nothing
in this announcement should be relied on for any other purpose. Overseas
Shareholders should consult their own professional advisers with respect to
the legal and tax consequences of the Scheme.

Further details in relation to Overseas Shareholders are contained in
paragraph 18 of Part II (Explanatory Statement) of the Scheme Document.

Additional information for U.S. investors in Dowlais

The Combination relates to an offer for the shares of an English company and
is proposed to be implemented by means of a scheme of arrangement provided for
under English company law. The Combination, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the related proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Combination
is subject to the disclosure requirements and practices applicable to a scheme
of arrangement involving a target company in the UK listed on the London Stock
Exchange, which differ from the disclosure requirements of the U.S. tender
offer and related proxy solicitation rules. If, in the future, AAM exercises
its right to elect to implement the Combination by way of a Takeover Offer and
determines to extend the Takeover Offer into the U.S., such Takeover Offer
will be made in compliance with applicable U.S. laws and regulations.

The New AAM Shares to be issued pursuant to the Combination have not been and
will not be registered under the U.S. Securities Act, and may not be offered
or sold by AAM in the U.S. absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act. The New AAM Shares
to be issued pursuant to the Combination will be issued pursuant to the
exemption from registration set forth in Section 3(a)(10) of the U.S.
Securities Act. If, in the future, AAM exercises its right to elect to
implement the Combination by way of a Takeover Offer or otherwise determines
to conduct the Combination in a manner that is not exempt from the
registration requirements of the U.S. Securities Act, it will file a
registration statement with the SEC that will contain a prospectus with
respect to the issuance of New AAM Shares. In this event, Dowlais Shareholders
are urged to read these documents and any other relevant documents filed with
the SEC, as well as any amendments or supplements to all such documents,
because they will contain important information, and such documents will be
available free of charge at the SEC's website at www.sec.gov
(https://protect.checkpoint.com/v2/___http:/www.sec.gov/___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NTBkODoxNDdiMzJjOWI4ODg1NTU0MjEwNzZiMzYyOGI1MjBhMWIyZGVlMTRjY2I5ZjFmMTdmMjBhYzVjNDU2NDllMDVkOnA6RjpO)
 or by directing a request to AAM's contact for enquiries identified above.

The Scheme Document contains certain unaudited financial information relating
to Dowlais that has been prepared in accordance with UK-endorsed International
Financial Reporting Standards ("IFRS") and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with U.S. generally accepted accounting
principles. U.S. generally accepted accounting principles differ in certain
significant respects from IFRS.

Dowlais is incorporated under the laws of a non-U.S. jurisdiction, some or all
of Dowlais' officers and directors reside outside the U.S., and some or all of
Dowlais' assets are or may be located in jurisdictions outside the U.S.
Therefore, U.S. Dowlais Shareholders (defined as Dowlais Shareholders who are
U.S. persons as defined in the U.S. Internal Revenue Code or "IRC") may have
difficulty effecting service of process within the U.S. upon those persons or
recovering against Dowlais or its officers or directors on judgments of U.S.
courts, including judgments based upon the civil liability provisions of the
U.S. federal securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S. court's
judgment. It may not be possible to sue Dowlais or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws.

The receipt of New AAM Shares and cash by Dowlais Shareholders as
consideration for the transfer of Dowlais Shares pursuant to the Combination
may be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Such
consequences, if any, are not generally described herein. Each Dowlais
Shareholder is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Combination, including in
light of the potential application of Section 304 of the IRC to the
Combination.

Further details in relation to US investors are contained on pages 62 to 71
and 113 to 115 of the Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Combination, and other
information published by AAM and Dowlais contain statements which are, or may
be deemed to be, "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
assumptions, expectations, valuations, targets, estimates, forecasts and
projections of AAM and Dowlais about future events, and are therefore subject
to risks and uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the
Combination on the AAM Group, the Dowlais Group and the Combined Group, such
as the statements about the expected profitable growth, value-enhancing
investments, sustainable capital returns and other characteristics of the
Combined Group, the expected timing and scope of the Combination and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects", "budgets", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects", "potential",
"possible", "assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. AAM and Dowlais
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the control of
AAM and/or Dowlais) because they relate to events and depend on circumstances
that may or may not occur in the future.

There are a number of factors that could affect the future operations of the
AAM Group, the Dowlais Group and/or the Combined Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and currency
fluctuations), the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of the Combined Group to
realise successfully any anticipated synergy benefits when the Combination is
implemented (including changes to the board and/or employee composition of the
Combined Group), the inability of the AAM Group to integrate successfully the
Dowlais Group's operations and programmes when the Combination is implemented,
the Combined Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Combination when the Combination
is implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors. It is not possible to foresee or
identify all such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the AAM Group nor the Dowlais Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including, without
limitation, under the Code, the UK Market Abuse Regulation, the DTRs and
applicable U.S. securities laws), neither the AAM Group nor the Dowlais Group
is under or undertakes any obligation, and each of the foregoing expressly
disclaims any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. For a discussion of important risk factors that could cause AAM's
actual results to differ materially from the expectations in the
forward-looking statements, see Part I, Item 1A. under the heading "Risk
Factors" in its Form 10-K for the fiscal year ended December 31, 2024 and Part
II, Item 1A under the heading "Risk Factors" in its quarterly report on Form
10-Q for the quarterly period ended March 31, 2025, filed with the SEC which
also contain additional information regarding forward-looking statements with
respect to AAM.

No profit forecasts, estimates or quantified financial benefits statements

Other than the Dowlais Profit Forecasts, the Dowlais Q1 Profit Estimates, the
AAM FY25 Profit Forecast and the AAM FY26/27 Profit Forecast, no statement in
this announcement or in the Scheme Document is intended as a profit forecast
or estimate for any period and no statement in this announcement or in the
Scheme Document should be interpreted to mean that earnings or earning per
ordinary share, for Dowlais or AAM, respectively, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Dowlais or AAM, respectively.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time)on the tenth business day (as defined in the
Code) following the commencement of the offer period and, if appropriate, by
no later than 3.30 p.m. (London time) on the tenth business day (as defined in
the Code) following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and 18 (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day (as defined in the Code)
following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4). Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures must
be made can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

This announcement is required to be published pursuant to Rule 26 of the Code
and will be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on AAM's and Dowlais' websites, at
 www.aam.com/investors/offer-for-dowlais-group-plc and
www.dowlais.com/AAMcombination respectively, promptly and in any event by no
later than 12 noon (London time) on the business day (as defined in the Code)
following the date of this announcement. Neither the content of the websites
referred to in this announcement nor the content of any website accessible
from hyperlinks in this announcement is incorporated into, or forms part of,
this announcement.

Right to receive documents in hard copy form

Dowlais Shareholders and persons with information rights may, subject to
applicable securities laws, request a hard copy of this announcement (and any
information incorporated into it by reference to another source), free of
charge, by contacting Dowlais' registrars, Equiniti, by: (i) submitting a
request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, United Kingdom; or (ii) contacting Equiniti between 8.30 a.m.
and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh
public holidays), on +44 (0) 371 384 2030 (please use the country code when
calling from outside the UK). A person so entitled may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Combination should be in hard copy
form.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information in relation to the Combination are sent to them
in hard copy form.

Please note that Dowlais' Registrars, Equiniti, cannot provide advice on the
merits of the Combination or the Scheme or give any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Dowlais Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Dowlais may
be provided to AAM, members of the AAM Group and/or their respective advisers
during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, accountant or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPRAMPTMTABBLA