REG - Citadel Group Dowlais Group PLC American Axle & Mfg. - Form 8.3 - American Axle & Manufacturing Holdings
19/05/2025 15:15
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RNS Number : 2411J Citadel Group 19 May 2025
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
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 form AMERICAN AXLE MANUFACTURING HOLDINGS INC
relates:
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an offeror/offeree, state this N/A
and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: 16 May 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 making YES
disclosures in respect of any other party to the offer?
DOWLAIS GROUP PLC
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing
(if any)
Class of relevant security: ISIN US0240611030
Common Stock USD 0.01 common
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 1,340,572 1.12 0 0.00
(2) Cash-settled derivatives: 772,862 0.65 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 1,971,800 1.66 947,300 0.79
purchase/sell:
4,085,234 3.44 947,300 0.79
TOTAL:
All interests and all short positions should be disclosed.
Details of 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 (Open Positions).
(b) Rights to subscribe for new securities (including directors'
and other employee options)
Class of relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
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 security Purchase/sale Number of securities Price per unit
Common Buy Transaction 600 4.4483 USD
Common Buy Transaction 280 4.4500 USD
Common Buy Transaction 3,620 4.4507 USD
Common Buy Transaction 915 4.4508 USD
Common Buy Transaction 331 4.4554 USD
Common Buy Transaction 211 4.4589 USD
Common Buy Transaction 2,998 4.4600 USD
Common Buy Transaction 1,794 4.4601 USD
Common Buy Transaction 1,200 4.4608 USD
Common Buy Transaction 305 4.4611 USD
Common Buy Transaction 2,039 4.4651 USD
Common Buy Transaction 3,599 4.4680 USD
Common Buy Transaction 700 4.4686 USD
Common Buy Transaction 800 4.4688 USD
Common Buy Transaction 1,262 4.4693 USD
Common Buy Transaction 11 4.4700 USD
Common Buy Transaction 572 4.4701 USD
Common Buy Transaction 10,700 4.4750 USD
Common Buy Transaction 1,768 4.4752 USD
Common Buy Transaction 139 4.4773 USD
Common Buy Transaction 2,063 4.4776 USD
Common Buy Transaction 52,216 4.4800 USD
Common Buy Transaction 800 4.4825 USD
Common Buy Transaction 2,432 4.4837 USD
Common Buy Transaction 153 4.4842 USD
Common Buy Transaction 200 4.4850 USD
Common Buy Transaction 28,284 4.4863 USD
Common Buy Transaction 300 4.4867 USD
Common Buy Transaction 218 4.4898 USD
Common Buy Transaction 5,619 4.4900 USD
Common Buy Transaction 801 4.4900 USD
Common Buy Transaction 1,664 4.4902 USD
Common Buy Transaction 2,352 4.4903 USD
Common Buy Transaction 120 4.4908 USD
Common Buy Transaction 130 4.4911 USD
Common Buy Transaction 35 4.4911 USD
Common Buy Transaction 4,198 4.4926 USD
Common Buy Transaction 173 4.4927 USD
Common Buy Transaction 131 4.4927 USD
Common Buy Transaction 2,300 4.4928 USD
Common Buy Transaction 1,700 4.4931 USD
Common Buy Transaction 2,899 4.4932 USD
Common Buy Transaction 180 4.4939 USD
Common Buy Transaction 10 4.4940 USD
Common Buy Transaction 1,648 4.4950 USD
Common Buy Transaction 3,500 4.4950 USD
Common Buy Transaction 1,044 4.4954 USD
Common Buy Transaction 547 4.4959 USD
Common Buy Transaction 2,700 4.4959 USD
Common Buy Transaction 126 4.4960 USD
Common Buy Transaction 494 4.4966 USD
Common Buy Transaction 200 4.4980 USD
Common Buy Transaction 487 4.4981 USD
Common Buy Transaction 1 4.4996 USD
Common Buy Transaction 1,654 4.5000 USD
Common Buy Transaction 3,920 4.5008 USD
Common Buy Transaction 1 4.5011 USD
Common Buy Transaction 2,200 4.5018 USD
Common Buy Transaction 603 4.5043 USD
Common Buy Transaction 2 4.5050 USD
Common Buy Transaction 1,038 4.5077 USD
Common Buy Transaction 6,838 4.5094 USD
Common Buy Transaction 4,514 4.5101 USD
Common Buy Transaction 481 4.5101 USD
Common Buy Transaction 100 4.5110 USD
Common Buy Transaction 13,144 4.5146 USD
Common Buy Transaction 369 4.5148 USD
Common Buy Transaction 32 4.5194 USD
Common Buy Transaction 3,426 4.5200 USD
Common Buy Transaction 1,685 4.5248 USD
Common Buy Transaction 1,522 4.5274 USD
Common Buy Transaction 640 4.5299 USD
Common Buy Transaction 1,533 4.5300 USD
Common Buy Transaction 2,373 4.5313 USD
Common Buy Transaction 412 4.5326 USD
Common Buy Transaction 321 4.5376 USD
Common Buy Transaction 100 4.5600 USD
Common DVP Transaction 65 4.4500 USD
Common DVP Transaction 51,257 4.4800 USD
Common DVP Transaction 63 4.4851 USD
Common DVP Transaction 5,746 4.5200 USD
Common DVP Transaction 25 4.5600 USD
Common RVP Transaction 65 4.4500 USD
Common RVP Transaction 51,257 4.4800 USD
Common RVP Transaction 63 4.4851 USD
Common RVP Transaction 5,746 4.5200 USD
Common RVP Transaction 25 4.5600 USD
Common Sell Transaction 90 4.4400 USD
Common Sell Transaction 19,420 4.4404 USD
Common Sell Transaction 1,019 4.4500 USD
Common Sell Transaction 2,317 4.4509 USD
Common Sell Transaction 16,139 4.4550 USD
Common Sell Transaction 1,219 4.4561 USD
Common Sell Transaction 17 4.4571 USD
Common Sell Transaction 157 4.4590 USD
Common Sell Transaction 2,042 4.4600 USD
Common Sell Transaction 135 4.4624 USD
Common Sell Transaction 15 4.4633 USD
Common Sell Transaction 552 4.4663 USD
Common Sell Transaction 815 4.4664 USD
Common Sell Transaction 300 4.4667 USD
Common Sell Transaction 200 4.4675 USD
Common Sell Transaction 100 4.4699 USD
Common Sell Transaction 3,048 4.4700 USD
Common Sell Transaction 572 4.4701 USD
Common Sell Transaction 371 4.4711 USD
Common Sell Transaction 880 4.4723 USD
Common Sell Transaction 945 4.4727 USD
Common Sell Transaction 300 4.4733 USD
Common Sell Transaction 760 4.4756 USD
Common Sell Transaction 1,500 4.4780 USD
Common Sell Transaction 2,217 4.4798 USD
Common Sell Transaction 51,721 4.4800 USD
Common Sell Transaction 9,446 4.4809 USD
Common Sell Transaction 1,001 4.4810 USD
Common Sell Transaction 477 4.4816 USD
Common Sell Transaction 1,600 4.4819 USD
Common Sell Transaction 1,000 4.4820 USD
Common Sell Transaction 12,889 4.4823 USD
Common Sell Transaction 175 4.4830 USD
Common Sell Transaction 124 4.4842 USD
Common Sell Transaction 22 4.4850 USD
Common Sell Transaction 39,826 4.4860 USD
Common Sell Transaction 5,166 4.4865 USD
Common Sell Transaction 12 4.4867 USD
Common Sell Transaction 519 4.4888 USD
Common Sell Transaction 1,759 4.4900 USD
Common Sell Transaction 2,015 4.4926 USD
Common Sell Transaction 753 4.4927 USD
Common Sell Transaction 19,300 4.4931 USD
Common Sell Transaction 2 4.4950 USD
Common Sell Transaction 639 4.4967 USD
Common Sell Transaction 459 4.4974 USD
Common Sell Transaction 8,417 4.4975 USD
Common Sell Transaction 200 4.4982 USD
Common Sell Transaction 230 4.4985 USD
Common Sell Transaction 31 4.4997 USD
Common Sell Transaction 627 4.4998 USD
Common Sell Transaction 102 4.4998 USD
Common Sell Transaction 4,305 4.5000 USD
Common Sell Transaction 2,211 4.5006 USD
Common Sell Transaction 763 4.5013 USD
Common Sell Transaction 26 4.5023 USD
Common Sell Transaction 4,267 4.5023 USD
Common Sell Transaction 2,552 4.5023 USD
Common Sell Transaction 375 4.5027 USD
Common Sell Transaction 242 4.5029 USD
Common Sell Transaction 1,900 4.5029 USD
Common Sell Transaction 4,636 4.5036 USD
Common Sell Transaction 55 4.5038 USD
Common Sell Transaction 2,075 4.5042 USD
Common Sell Transaction 55 4.5044 USD
Common Sell Transaction 1,431 4.5047 USD
Common Sell Transaction 86 4.5051 USD
Common Sell Transaction 711 4.5053 USD
Common Sell Transaction 43 4.5053 USD
Common Sell Transaction 2,400 4.5054 USD
Common Sell Transaction 59 4.5066 USD
Common Sell Transaction 45 4.5067 USD
Common Sell Transaction 17,024 4.5079 USD
Common Sell Transaction 1,452 4.5083 USD
Common Sell Transaction 166 4.5089 USD
Common Sell Transaction 2,416 4.5092 USD
Common Sell Transaction 1,614 4.5100 USD
Common Sell Transaction 373 4.5105 USD
Common Sell Transaction 96 4.5110 USD
Common Sell Transaction 1,500 4.5113 USD
Common Sell Transaction 378 4.5115 USD
Common Sell Transaction 500 4.5120 USD
Common Sell Transaction 1,707 4.5123 USD
Common Sell Transaction 161 4.5134 USD
Common Sell Transaction 181 4.5136 USD
Common Sell Transaction 147 4.5141 USD
Common Sell Transaction 4,748 4.5143 USD
Common Sell Transaction 13,144 4.5146 USD
Common Sell Transaction 1,300 4.5150 USD
Common Sell Transaction 10,700 4.5153 USD
Common Sell Transaction 999 4.5154 USD
Common Sell Transaction 34 4.5156 USD
Common Sell Transaction 6 4.5167 USD
Common Sell Transaction 1,653 4.5173 USD
Common Sell Transaction 536 4.5182 USD
Common Sell Transaction 1,447 4.5187 USD
Common Sell Transaction 332 4.5190 USD
Common Sell Transaction 3,970 4.5200 USD
Common Sell Transaction 396 4.5212 USD
Common Sell Transaction 411 4.5227 USD
Common Sell Transaction 100 4.5250 USD
Common Sell Transaction 640 4.5251 USD
Common Sell Transaction 25 4.5252 USD
Common Sell Transaction 3,449 4.5266 USD
Common Sell Transaction 812 4.5299 USD
Common Sell Transaction 3,525 4.5300 USD
Common Sell Transaction 188 4.5323 USD
Common Sell Transaction 212 4.5349 USD
Common Sell Transaction 0 4.5392 USD
Common Sell Transaction 1,584 4.5394 USD
Common Sell Transaction 2,800 4.5400 USD
Common Sell Transaction 1,080 4.5500 USD
Common Sell Transaction 100 4.5600 USD
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
Common CFD Increasing long position 3,800 4.4581 USD
Common CFD Increasing long position 21,575 4.4767 USD
Common CFD Increasing long position 36,059 4.4871 USD
Common CFD Increasing long position 41,416 4.5039 USD
Common CFD Increasing long position 200 4.5050 USD
Common CFD Increasing long position 1,400 4.5061 USD
Common CFD Increasing long position 200 4.5100 USD
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type Expiry date Option money paid/ received per unit
e.g. American, European etc.
Common Put Option Buy Transaction 46 4.0000 USD American 2025-Jun-20 0.1000 USD
Common Call Option Buy Transaction 25 5.0000 USD American 2025-Jul-18 0.2800 USD
Common Call Option Buy Transaction 1 5.0000 USD American 2025-Oct-17 0.5500 USD
Common Call Option DVP Transaction 2 5.0000 USD American 2025-Jun-20 0.1500 USD
Common Call Option DVP Transaction 25 5.0000 USD American 2025-Jul-18 0.2800 USD
Common Call Option DVP Transaction 1 6.0000 USD American 2025-Oct-17 0.4000 USD
Common Call Option DVP Transaction 1 5.0000 USD American 2025-Oct-17 0.5500 USD
Common Put Option DVP Transaction 5 5.0000 USD American 2025-Jun-20 0.6000 USD
Common Call Option RVP Transaction 2 5.0000 USD American 2025-Jun-20 0.1500 USD
Common Call Option RVP Transaction 25 5.0000 USD American 2025-Jul-18 0.2800 USD
Common Call Option RVP Transaction 1 6.0000 USD American 2025-Oct-17 0.4000 USD
Common Call Option RVP Transaction 1 5.0000 USD American 2025-Oct-17 0.5500 USD
Common Put Option RVP Transaction 5 5.0000 USD American 2025-Jun-20 0.6000 USD
Common Call Option Sell Transaction 1 5.0000 USD American 2025-Jun-20 0.1500 USD
Common Call Option Sell Transaction 1 6.0000 USD American 2025-Oct-17 0.4000 USD
Common Put Option Sell Transaction 5 5.0000 USD American 2025-Jun-20 0.6000 USD
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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
Details of any agreement, arrangement or understanding, formal or informal,
between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 19 May 2025
Contact name: Paula Santos
Telephone number*: 020 7645 9700
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's Market
Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: Citadel Group
Name of offeror/offeree in relation to whose relevant securities the AMERICAN AXLE MANUFACTURING HOLDINGS INC
disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security Product description e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Type Expiry date
e.g. American, European etc.
Common Put Option Purchased -1,400 4.0 USD American 16/01/2026
Common Call Option Purchased 300 2.0 USD American 17/10/2025
Common Put Option Purchased -6,000 4.0 USD American 18/07/2025
Common Call Option Purchased 700 10.0 USD American 18/07/2025
Common Put Option Purchased -900 5.0 USD American 17/07/2026
Common Put Option Purchased -8,500 5.0 USD American 16/01/2026
Common Call Option Purchased 2,000 7.0 USD American 20/06/2025
Common Call Option Purchased 600,000 6.0 USD American 18/07/2025
Common Call Option Purchased 300 15.0 USD American 16/01/2026
Common Call Option Purchased 245,600 6.0 USD American 18/07/2025
Common Call Option Purchased 800 6.0 USD American 17/10/2025
Common Call Option Purchased 1,000,000 5.0 USD American 20/06/2025
Common Call Option Purchased 1,000 3.0 USD American 18/07/2025
Common Call Option Purchased 7,900 4.0 USD American 17/10/2025
Common Call Option Purchased 2,600 10.0 USD American 16/01/2026
Common Call Option Purchased 1,000 6.0 USD American 20/06/2025
Common Put Option Purchased -300 5.0 USD American 17/10/2025
Common Call Option Purchased 300 8.0 USD American 20/06/2025
Common Put Option Purchased -13,000 3.0 USD American 16/01/2026
Common Call Option Purchased 9,200 5.0 USD American 16/01/2026
Common Put Option Purchased -400 5.0 USD American 20/06/2025
Common Put Option Purchased -700 7.0 USD American 18/07/2025
Common Put Option Purchased -8,000 4.0 USD American 20/06/2025
Common Call Option Sold -200 3.0 USD American 20/06/2025
Common Call Option Sold -29,400 8.0 USD American 18/07/2025
Common Call Option Sold -2,000 3.0 USD American 17/10/2025
Common Call Option Sold -8,300 4.0 USD American 18/07/2025
Common Call Option Sold -95,200 5.0 USD American 17/10/2025
Common Put Option Sold 100 3.0 USD American 20/06/2025
Common Call Option Sold -2,300 4.0 USD American 20/06/2025
Common Call Option Sold -200 7.0 USD American 18/07/2025
Common Call Option Sold -1,300 5.0 USD American 20/06/2025
Common Call Option Sold -605,100 5.0 USD American 18/07/2025
Common Call Option Sold -1,400 3.0 USD American 16/01/2026
Common Call Option Sold -118,100 7.0 USD American 16/01/2026
Common Call Option Sold -3,400 10.0 USD American 17/07/2026
Common Put Option Sold 99,900 8.0 USD American 20/06/2025
Common Call Option Sold -400 3.0 USD American 17/07/2026
Common Call Option Sold -500 4.0 USD American 16/01/2026
Common Call Option Sold -100 2.0 USD American 17/07/2026
Common Call Option Sold -36,100 5.0 USD American 17/07/2026
Common Put Option Sold 100 5.0 USD American 18/07/2025
Common Call Option Sold -2,500 4.0 USD American 17/07/2026
Common Call Option Sold -800 12.0 USD American 16/01/2026
Common Call Option Sold -800 6.0 USD American 16/01/2026
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position
can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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