REG - Citadel Group Dowlais Group PLC American Axle & Mfg. - Form 8.3 - American Axle & Manufacturing Holdings
09/06/2025 15:00
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RNS Number : 0198M Citadel Group 09 June 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: 6 June 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: 1,829,477 1.54 0 0.00
(2) Cash-settled derivatives: 664,966 0.56 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 989,700 0.83 996,600 0.83
purchase/sell:
3,484,143 2.93 996,600 0.83
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 1 4.2700 USD
Common Buy Transaction 100 4.2800 USD
Common Buy Transaction 215 4.2810 USD
Common Buy Transaction 143 4.2850 USD
Common Buy Transaction 42,230 4.2900 USD
Common Buy Transaction 376 4.2903 USD
Common Buy Transaction 375 4.2913 USD
Common Buy Transaction 254 4.2919 USD
Common Buy Transaction 1,394 4.2939 USD
Common Buy Transaction 500 4.2940 USD
Common Buy Transaction 2,418 4.2948 USD
Common Buy Transaction 3,082 4.2961 USD
Common Buy Transaction 3,190 4.2964 USD
Common Buy Transaction 1,802 4.2969 USD
Common Buy Transaction 140 4.2971 USD
Common Buy Transaction 2,754 4.2973 USD
Common Buy Transaction 400 4.2975 USD
Common Buy Transaction 194 4.2980 USD
Common Buy Transaction 1,477 4.2981 USD
Common Buy Transaction 3,300 4.2982 USD
Common Buy Transaction 1,616 4.2987 USD
Common Buy Transaction 2 4.2989 USD
Common Buy Transaction 889 4.2999 USD
Common Buy Transaction 23,573 4.3000 USD
Common Buy Transaction 2,842 4.3001 USD
Common Buy Transaction 3,046 4.3002 USD
Common Buy Transaction 4,111 4.3005 USD
Common Buy Transaction 28,283 4.3008 USD
Common Buy Transaction 38 4.3008 USD
Common Buy Transaction 45 4.3012 USD
Common Buy Transaction 1,200 4.3017 USD
Common Buy Transaction 1,264 4.3023 USD
Common Buy Transaction 390 4.3024 USD
Common Buy Transaction 1,188 4.3025 USD
Common Buy Transaction 1,976 4.3026 USD
Common Buy Transaction 159 4.3026 USD
Common Buy Transaction 158 4.3027 USD
Common Buy Transaction 437 4.3027 USD
Common Buy Transaction 3,545 4.3032 USD
Common Buy Transaction 5,694 4.3034 USD
Common Buy Transaction 858 4.3034 USD
Common Buy Transaction 700 4.3043 USD
Common Buy Transaction 680 4.3045 USD
Common Buy Transaction 962 4.3050 USD
Common Buy Transaction 710 4.3050 USD
Common Buy Transaction 525 4.3052 USD
Common Buy Transaction 260 4.3053 USD
Common Buy Transaction 3,192 4.3057 USD
Common Buy Transaction 1,300 4.3069 USD
Common Buy Transaction 200 4.3076 USD
Common Buy Transaction 2,564 4.3077 USD
Common Buy Transaction 2,300 4.3078 USD
Common Buy Transaction 2,966 4.3079 USD
Common Buy Transaction 598 4.3090 USD
Common Buy Transaction 16 4.3094 USD
Common Buy Transaction 1,588 4.3100 USD
Common Buy Transaction 111 4.3101 USD
Common Buy Transaction 1,627 4.3101 USD
Common Buy Transaction 1,366 4.3102 USD
Common Buy Transaction 1 4.3102 USD
Common Buy Transaction 2,517 4.3104 USD
Common Buy Transaction 406 4.3104 USD
Common Buy Transaction 1,533 4.3113 USD
Common Buy Transaction 500 4.3120 USD
Common Buy Transaction 2,300 4.3122 USD
Common Buy Transaction 600 4.3133 USD
Common Buy Transaction 49,949 4.3133 USD
Common Buy Transaction 800 4.3137 USD
Common Buy Transaction 23,247 4.3146 USD
Common Buy Transaction 1,100 4.3150 USD
Common Buy Transaction 331 4.3176 USD
Common Buy Transaction 350 4.3200 USD
Common Buy Transaction 400 4.3200 USD
Common Buy Transaction 700 4.3207 USD
Common Buy Transaction 700 4.3214 USD
Common Buy Transaction 2,072 4.3247 USD
Common Buy Transaction 200 4.3250 USD
Common Buy Transaction 50,734 4.3257 USD
Common Buy Transaction 3,531 4.3273 USD
Common Buy Transaction 106 4.3300 USD
Common Buy Transaction 3,000 4.3400 USD
Common DVP Transaction 31,309 4.2900 USD
Common DVP Transaction 16 4.3300 USD
Common DVP Transaction 887 4.3600 USD
Common RVP Transaction 31,309 4.2900 USD
Common RVP Transaction 16 4.3300 USD
Common RVP Transaction 887 4.3600 USD
Common Sell Transaction 4 4.2800 USD
Common Sell Transaction 410 4.2850 USD
Common Sell Transaction 500 4.2880 USD
Common Sell Transaction 34,078 4.2900 USD
Common Sell Transaction 291 4.2901 USD
Common Sell Transaction 639 4.2909 USD
Common Sell Transaction 882 4.2915 USD
Common Sell Transaction 291 4.2916 USD
Common Sell Transaction 1,200 4.2925 USD
Common Sell Transaction 600 4.2933 USD
Common Sell Transaction 1,245 4.2935 USD
Common Sell Transaction 4,241 4.2937 USD
Common Sell Transaction 5 4.2940 USD
Common Sell Transaction 22,128 4.2948 USD
Common Sell Transaction 990 4.2949 USD
Common Sell Transaction 200 4.2950 USD
Common Sell Transaction 1,100 4.2955 USD
Common Sell Transaction 1,119 4.2955 USD
Common Sell Transaction 12,128 4.2957 USD
Common Sell Transaction 2,342 4.2983 USD
Common Sell Transaction 3,423 4.3000 USD
Common Sell Transaction 120 4.3005 USD
Common Sell Transaction 539 4.3016 USD
Common Sell Transaction 849 4.3018 USD
Common Sell Transaction 227 4.3018 USD
Common Sell Transaction 217 4.3022 USD
Common Sell Transaction 1,200 4.3025 USD
Common Sell Transaction 2,553 4.3036 USD
Common Sell Transaction 706 4.3048 USD
Common Sell Transaction 193 4.3048 USD
Common Sell Transaction 662 4.3050 USD
Common Sell Transaction 322 4.3086 USD
Common Sell Transaction 116 4.3090 USD
Common Sell Transaction 89 4.3090 USD
Common Sell Transaction 2,303 4.3093 USD
Common Sell Transaction 2,900 4.3095 USD
Common Sell Transaction 560 4.3096 USD
Common Sell Transaction 750 4.3100 USD
Common Sell Transaction 289 4.3101 USD
Common Sell Transaction 1,627 4.3106 USD
Common Sell Transaction 1,125 4.3109 USD
Common Sell Transaction 1,949 4.3109 USD
Common Sell Transaction 314 4.3115 USD
Common Sell Transaction 755 4.3119 USD
Common Sell Transaction 1,277 4.3134 USD
Common Sell Transaction 3,600 4.3144 USD
Common Sell Transaction 1,902 4.3150 USD
Common Sell Transaction 2,087 4.3151 USD
Common Sell Transaction 982 4.3153 USD
Common Sell Transaction 681 4.3162 USD
Common Sell Transaction 300 4.3167 USD
Common Sell Transaction 1,879 4.3169 USD
Common Sell Transaction 43,086 4.3175 USD
Common Sell Transaction 19 4.3189 USD
Common Sell Transaction 1 4.3190 USD
Common Sell Transaction 672 4.3194 USD
Common Sell Transaction 2,470 4.3198 USD
Common Sell Transaction 601 4.3200 USD
Common Sell Transaction 1,900 4.3206 USD
Common Sell Transaction 400 4.3225 USD
Common Sell Transaction 1,156 4.3235 USD
Common Sell Transaction 2,713 4.3235 USD
Common Sell Transaction 730 4.3245 USD
Common Sell Transaction 200 4.3250 USD
Common Sell Transaction 180 4.3256 USD
Common Sell Transaction 600 4.3267 USD
Common Sell Transaction 413 4.3300 USD
Common Sell Transaction 200 4.3350 USD
Common Sell Transaction 604 4.3366 USD
Common Sell Transaction 500 4.3390 USD
Common Sell Transaction 10 4.3400 USD
Common Sell Transaction 843 4.3414 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 Reducing long position 15,592 4.2923 USD
Common CFD Reducing long position 11,189 4.2996 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 1 4.0000 USD American 2026-Jan-16 0.6000 USD
Common Put Option Buy Transaction 8 6.0000 USD American 2025-Oct-17 1.8900 USD
Common Put Option Buy Transaction 2 6.0000 USD American 2026-Jan-16 2.0400 USD
Common Put Option Buy Transaction 10 7.0000 USD American 2025-Oct-17 2.7900 USD
Common Put Option DVP Transaction 1 4.0000 USD American 2026-Jan-16 0.6000 USD
Common Put Option DVP Transaction 8 6.0000 USD American 2025-Oct-17 1.7913 USD
Common Put Option DVP Transaction 8 6.0000 USD American 2025-Oct-17 1.8900 USD
Common Put Option DVP Transaction 1 6.0000 USD American 2026-Jan-16 1.9700 USD
Common Put Option DVP Transaction 2 6.0000 USD American 2026-Jan-16 2.0400 USD
Common Put Option DVP Transaction 10 7.0000 USD American 2025-Oct-17 2.6950 USD
Common Put Option DVP Transaction 10 7.0000 USD American 2025-Oct-17 2.7900 USD
Common Put Option RVP Transaction 1 4.0000 USD American 2026-Jan-16 0.6000 USD
Common Put Option RVP Transaction 7 6.0000 USD American 2025-Oct-17 1.7886 USD
Common Put Option RVP Transaction 1 6.0000 USD American 2025-Oct-17 1.8100 USD
Common Put Option RVP Transaction 8 6.0000 USD American 2025-Oct-17 1.8900 USD
Common Put Option RVP Transaction 1 6.0000 USD American 2026-Jan-16 1.9700 USD
Common Put Option RVP Transaction 2 6.0000 USD American 2026-Jan-16 2.0400 USD
Common Put Option RVP Transaction 10 7.0000 USD American 2025-Oct-17 2.6950 USD
Common Put Option RVP Transaction 10 7.0000 USD American 2025-Oct-17 2.7900 USD
Common Call Option Sell Transaction 1 8.0000 USD American 2025-Jun-20 0.0500 USD
Common Put Option Sell Transaction 3 6.0000 USD American 2025-Oct-17 1.7600 USD
Common Put Option Sell Transaction 5 6.0000 USD American 2025-Oct-17 1.8100 USD
Common Put Option Sell Transaction 5 7.0000 USD American 2025-Oct-17 2.6800 USD
Common Put Option Sell Transaction 5 7.0000 USD American 2025-Oct-17 2.7100 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: 9 June 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 -300 5.0 USD American 17/10/2025
Common Put Option Purchased -6,000 4.0 USD American 18/07/2025
Common Call Option Purchased 13,900 4.0 USD American 17/10/2025
Common Put Option Purchased -700 7.0 USD American 18/07/2025
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 -1,300 5.0 USD American 20/06/2025
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 300 2.0 USD American 17/10/2025
Common Call Option Purchased 256,200 6.0 USD American 18/07/2025
Common Call Option Purchased 2,000 7.0 USD American 20/06/2025
Common Put Option Purchased -200 6.0 USD American 16/01/2026
Common Call Option Purchased 1,000 3.0 USD American 18/07/2025
Common Call Option Purchased 600,000 6.0 USD American 18/07/2025
Common Call Option Purchased 200 8.0 USD American 20/06/2025
Common Call Option Purchased 300 15.0 USD American 16/01/2026
Common Put Option Purchased -1,500 4.0 USD American 16/01/2026
Common Put Option Purchased -13,000 3.0 USD American 16/01/2026
Common Call Option Purchased 700 10.0 USD American 18/07/2025
Common Call Option Purchased 9,200 5.0 USD American 16/01/2026
Common Call Option Purchased 200 6.0 USD American 17/10/2025
Common Put Option Purchased -100 7.0 USD American 17/10/2025
Common Put Option Purchased -8,100 4.0 USD American 20/06/2025
Common Put Option Purchased -7,200 3.0 USD American 18/07/2025
Common Call Option Sold -36,000 5.0 USD American 17/07/2026
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 -96,400 5.0 USD American 17/10/2025
Common Put Option Sold 100 5.0 USD American 18/07/2025
Common Call Option Sold -100 2.0 USD American 17/07/2026
Common Call Option Sold -117,900 7.0 USD American 16/01/2026
Common Call Option Sold -2,000 3.0 USD American 17/10/2025
Common Call Option Sold -800 12.0 USD American 16/01/2026
Common Call Option Sold -643,700 5.0 USD American 18/07/2025
Common Call Option Sold -200 3.0 USD American 20/06/2025
Common Call Option Sold -2,400 10.0 USD American 17/07/2026
Common Call Option Sold -300 6.0 USD American 16/01/2026
Common Call Option Sold -1,400 3.0 USD American 16/01/2026
Common Call Option Sold -2,500 4.0 USD American 17/07/2026
Common Put Option Sold 98,900 8.0 USD American 20/06/2025
Common Put Option Sold 3,000 3.0 USD American 17/10/2025
Common Call Option Sold -1,100 7.0 USD American 17/07/2026
Common Call Option Sold -300 4.0 USD American 20/06/2025
Common Call Option Sold -9,700 4.0 USD American 18/07/2025
Common Put Option Sold 100 3.0 USD American 20/06/2025
Common Call Option Sold -3,500 5.0 USD American 20/06/2025
Common Call Option Sold -200 7.0 USD American 18/07/2025
Common Call Option Sold -29,400 8.0 USD American 18/07/2025
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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