REG - Citadel Group Dowlais Group PLC American Axle & Mfg. - Form 8.3 - American Axle & Manufacturing Holdings
13/06/2025 15:01
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RNS Number : 8103M Citadel Group 13 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: 12 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: 1,784,182 1.50 0 0.00
(2) Cash-settled derivatives: 587,685 0.49 0 0.00
(3) Stock-settled derivatives (including options) and agreements to 989,800 0.83 1,001,600 0.84
purchase/sell:
3,361,667 2.83 1,001,600 0.84
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 7 4.3914 USD
Common Buy Transaction 5 4.3920 USD
Common Buy Transaction 2,647 4.4001 USD
Common Buy Transaction 1,764 4.4011 USD
Common Buy Transaction 35 4.4029 USD
Common Buy Transaction 900 4.4031 USD
Common Buy Transaction 926 4.4050 USD
Common Buy Transaction 600 4.4083 USD
Common Buy Transaction 4,226 4.4100 USD
Common Buy Transaction 1,489 4.4117 USD
Common Buy Transaction 49 4.4139 USD
Common Buy Transaction 4 4.4150 USD
Common Buy Transaction 903 4.4156 USD
Common Buy Transaction 6,906 4.4158 USD
Common Buy Transaction 900 4.4173 USD
Common Buy Transaction 1,300 4.4173 USD
Common Buy Transaction 1,330 4.4177 USD
Common Buy Transaction 13,947 4.4187 USD
Common Buy Transaction 5,800 4.4188 USD
Common Buy Transaction 9,612 4.4200 USD
Common Buy Transaction 1,623 4.4201 USD
Common Buy Transaction 1,357 4.4207 USD
Common Buy Transaction 2,424 4.4208 USD
Common Buy Transaction 1,200 4.4217 USD
Common Buy Transaction 951 4.4221 USD
Common Buy Transaction 727 4.4225 USD
Common Buy Transaction 440 4.4227 USD
Common Buy Transaction 690 4.4244 USD
Common Buy Transaction 110 4.4250 USD
Common Buy Transaction 2,401 4.4250 USD
Common Buy Transaction 1,468 4.4251 USD
Common Buy Transaction 919 4.4253 USD
Common Buy Transaction 542 4.4255 USD
Common Buy Transaction 552 4.4255 USD
Common Buy Transaction 491 4.4261 USD
Common Buy Transaction 92 4.4263 USD
Common Buy Transaction 300 4.4267 USD
Common Buy Transaction 2,155 4.4271 USD
Common Buy Transaction 400 4.4275 USD
Common Buy Transaction 8,200 4.4277 USD
Common Buy Transaction 869 4.4281 USD
Common Buy Transaction 1,092 4.4282 USD
Common Buy Transaction 583 4.4283 USD
Common Buy Transaction 4,546 4.4300 USD
Common Buy Transaction 1,112 4.4304 USD
Common Buy Transaction 852 4.4306 USD
Common Buy Transaction 72 4.4310 USD
Common Buy Transaction 943 4.4311 USD
Common Buy Transaction 502 4.4319 USD
Common Buy Transaction 66,252 4.4320 USD
Common Buy Transaction 800 4.4325 USD
Common Buy Transaction 300 4.4333 USD
Common Buy Transaction 7,015 4.4335 USD
Common Buy Transaction 294 4.4345 USD
Common Buy Transaction 1,349 4.4349 USD
Common Buy Transaction 210 4.4350 USD
Common Buy Transaction 848 4.4353 USD
Common Buy Transaction 19 4.4353 USD
Common Buy Transaction 23,321 4.4366 USD
Common Buy Transaction 1,600 4.4368 USD
Common Buy Transaction 123 4.4381 USD
Common Buy Transaction 311 4.4382 USD
Common Buy Transaction 13,016 4.4397 USD
Common Buy Transaction 85,246 4.4400 USD
Common Buy Transaction 1,499 4.4407 USD
Common Buy Transaction 875 4.4409 USD
Common Buy Transaction 1,897 4.4413 USD
Common Buy Transaction 749 4.4419 USD
Common Buy Transaction 3,177 4.4500 USD
Common Buy Transaction 900 4.4555 USD
Common Buy Transaction 752 4.4600 USD
Common DVP Transaction 270 4.4100 USD
Common DVP Transaction 1,019 4.4300 USD
Common DVP Transaction 627 4.4346 USD
Common DVP Transaction 24,316 4.4400 USD
Common DVP Transaction 602 4.4417 USD
Common DVP Transaction 27,600 4.4517 USD
Common RVP Transaction 270 4.4100 USD
Common RVP Transaction 200 4.4250 USD
Common RVP Transaction 27 4.4252 USD
Common RVP Transaction 898 4.4300 USD
Common RVP Transaction 282 4.4357 USD
Common RVP Transaction 25,157 4.4400 USD
Common RVP Transaction 99 4.4444 USD
Common RVP Transaction 1,400 4.4450 USD
Common RVP Transaction 2,588 4.4456 USD
Common RVP Transaction 694 4.4458 USD
Common RVP Transaction 2,925 4.4484 USD
Common RVP Transaction 200 4.4500 USD
Common RVP Transaction 2,032 4.4506 USD
Common RVP Transaction 1,824 4.4508 USD
Common RVP Transaction 500 4.4510 USD
Common RVP Transaction 1,894 4.4514 USD
Common RVP Transaction 800 4.4525 USD
Common RVP Transaction 5,234 4.4543 USD
Common RVP Transaction 1,400 4.4550 USD
Common RVP Transaction 487 4.4550 USD
Common RVP Transaction 2,004 4.4560 USD
Common RVP Transaction 1,700 4.4562 USD
Common RVP Transaction 1,100 4.4564 USD
Common RVP Transaction 719 4.4581 USD
Common Sell Transaction 2,647 4.4000 USD
Common Sell Transaction 400 4.4050 USD
Common Sell Transaction 370 4.4100 USD
Common Sell Transaction 194 4.4145 USD
Common Sell Transaction 700 4.4186 USD
Common Sell Transaction 500 4.4194 USD
Common Sell Transaction 8,634 4.4200 USD
Common Sell Transaction 3,000 4.4210 USD
Common Sell Transaction 800 4.4212 USD
Common Sell Transaction 1,900 4.4226 USD
Common Sell Transaction 69,262 4.4235 USD
Common Sell Transaction 69 4.4257 USD
Common Sell Transaction 8,290 4.4266 USD
Common Sell Transaction 181 4.4267 USD
Common Sell Transaction 472 4.4270 USD
Common Sell Transaction 700 4.4271 USD
Common Sell Transaction 600 4.4283 USD
Common Sell Transaction 540 4.4289 USD
Common Sell Transaction 1,225 4.4299 USD
Common Sell Transaction 2,533 4.4299 USD
Common Sell Transaction 18,854 4.4300 USD
Common Sell Transaction 900 4.4311 USD
Common Sell Transaction 6,964 4.4312 USD
Common Sell Transaction 2,174 4.4313 USD
Common Sell Transaction 12,917 4.4314 USD
Common Sell Transaction 16,190 4.4318 USD
Common Sell Transaction 500 4.4320 USD
Common Sell Transaction 532 4.4322 USD
Common Sell Transaction 400 4.4325 USD
Common Sell Transaction 756 4.4325 USD
Common Sell Transaction 1 4.4326 USD
Common Sell Transaction 1,100 4.4327 USD
Common Sell Transaction 4,223 4.4328 USD
Common Sell Transaction 700 4.4329 USD
Common Sell Transaction 1,700 4.4329 USD
Common Sell Transaction 69 4.4330 USD
Common Sell Transaction 14,628 4.4340 USD
Common Sell Transaction 3,000 4.4345 USD
Common Sell Transaction 19,881 4.4350 USD
Common Sell Transaction 2,100 4.4350 USD
Common Sell Transaction 799 4.4350 USD
Common Sell Transaction 201 4.4350 USD
Common Sell Transaction 2,097 4.4351 USD
Common Sell Transaction 6,220 4.4358 USD
Common Sell Transaction 4,413 4.4372 USD
Common Sell Transaction 356 4.4387 USD
Common Sell Transaction 3,074 4.4394 USD
Common Sell Transaction 1 4.4398 USD
Common Sell Transaction 1,496 4.4399 USD
Common Sell Transaction 115,520 4.4400 USD
Common Sell Transaction 439 4.4405 USD
Common Sell Transaction 1,044 4.4419 USD
Common Sell Transaction 1,300 4.4427 USD
Common Sell Transaction 64 4.4428 USD
Common Sell Transaction 721 4.4450 USD
Common Sell Transaction 989 4.4465 USD
Common Sell Transaction 463 4.4470 USD
Common Sell Transaction 851 4.4487 USD
Common Sell Transaction 400 4.4488 USD
Common Sell Transaction 1,146 4.4489 USD
Common Sell Transaction 1,251 4.4499 USD
Common Sell Transaction 100 4.4499 USD
Common Sell Transaction 142 4.4499 USD
Common Sell Transaction 204 4.4500 USD
Common Sell Transaction 2,000 4.4550 USD
Common Sell Transaction 6,411 4.4592 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 7,800 4.4327 USD
Common CFD Reducing long position 8,950 4.4349 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 Call Option DVP Transaction 1 6.0000 USD American 2025-Oct-17 0.2500 USD
Common Call Option RVP Transaction 1 6.0000 USD American 2025-Oct-17 0.2500 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: 13 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 -8,500 5.0 USD American 16/01/2026
Common Put Option Purchased -700 7.0 USD American 18/07/2025
Common Call Option Purchased 600,000 6.0 USD American 18/07/2025
Common Call Option Purchased 300 2.0 USD American 17/10/2025
Common Call Option Purchased 300 15.0 USD American 16/01/2026
Common Put Option Purchased -6,300 5.0 USD American 20/06/2025
Common Call Option Purchased 2,000 7.0 USD American 20/06/2025
Common Put Option Purchased -7,200 3.0 USD American 18/07/2025
Common Call Option Purchased 200 8.0 USD American 20/06/2025
Common Call Option Purchased 9,200 5.0 USD American 16/01/2026
Common Put Option Purchased -1,600 4.0 USD American 16/01/2026
Common Put Option Purchased -6,000 4.0 USD American 18/07/2025
Common Call Option Purchased 256,200 6.0 USD American 18/07/2025
Common Put Option Purchased -100 7.0 USD American 17/10/2025
Common Put Option Purchased -900 5.0 USD American 17/07/2026
Common Call Option Purchased 900 6.0 USD American 20/06/2025
Common Put Option Purchased -8,100 4.0 USD American 20/06/2025
Common Call Option Purchased 2,600 10.0 USD American 16/01/2026
Common Call Option Purchased 700 10.0 USD American 18/07/2025
Common Call Option Purchased 200 6.0 USD American 17/10/2025
Common Put Option Purchased -300 5.0 USD American 17/10/2025
Common Call Option Purchased 14,000 4.0 USD American 17/10/2025
Common Call Option Purchased 1,000 3.0 USD American 18/07/2025
Common Put Option Purchased -200 6.0 USD American 16/01/2026
Common Put Option Purchased -13,000 3.0 USD American 16/01/2026
Common Put Option Sold 3,100 3.0 USD American 17/10/2025
Common Call Option Sold -2,400 10.0 USD American 17/07/2026
Common Call Option Sold -3,500 5.0 USD American 20/06/2025
Common Call Option Sold -200 3.0 USD American 20/06/2025
Common Call Option Sold -96,400 5.0 USD American 17/10/2025
Common Call Option Sold -300 3.0 USD American 17/07/2026
Common Call Option Sold -117,900 7.0 USD American 16/01/2026
Common Put Option Sold 100 3.0 USD American 20/06/2025
Common Call Option Sold -1,100 7.0 USD American 17/07/2026
Common Call Option Sold -300 6.0 USD American 16/01/2026
Common Call Option Sold -200 7.0 USD American 18/07/2025
Common Call Option Sold -2,000 3.0 USD American 17/10/2025
Common Call Option Sold -500 4.0 USD American 16/01/2026
Common Call Option Sold -300 4.0 USD American 20/06/2025
Common Put Option Sold 100 5.0 USD American 18/07/2025
Common Call Option Sold -643,700 5.0 USD American 18/07/2025
Common Call Option Sold -36,000 5.0 USD American 17/07/2026
Common Call Option Sold -800 12.0 USD American 16/01/2026
Common Call Option Sold -29,400 8.0 USD American 18/07/2025
Common Call Option Sold -2,500 4.0 USD American 17/07/2026
Common Call Option Sold -100 2.0 USD American 17/07/2026
Common Call Option Sold -1,400 3.0 USD American 16/01/2026
Common Put Option Sold 98,900 8.0 USD American 20/06/2025
Common Call Option Sold -9,700 4.0 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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