REG - Dowlais Group PLC Dauch Corporation - Scheme of Arrangement Becomes Effective

DowlaisAnnouncement

03/02/2026 07:00

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RNS Number : 4818R  Dowlais Group PLC  03 February 2026

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

FOR IMMEDIATE RELEASE

 

3 February 2026

 

RECOMMENDED CASH AND SHARE COMBINATION

OF

DOWLAIS GROUP PLC

WITH

DAUCH CORPORATION

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 29 January 2025, the boards of Dowlais Group plc ("Dowlais") and Dauch
Corporation ("Dauch")  (formerly American Axle & Manufacturing Holdings,
Inc.) announced that they had agreed the terms of a recommended cash and share
combination of Dowlais with Dauch, pursuant to which Dauch will acquire the
entire issued and to be issued ordinary share capital of Dowlais (the
"Combination") to be effected by way of a Court-sanctioned scheme of
arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the
"Act"). The scheme document in relation to the Scheme (the "Scheme Document")
was published on 19 June 2025.

On 22 July 2025, Dowlais and Dauch announced that at the Court Meeting and the
General Meeting held on that day, the requisite majority of scheme
shareholders voted to approve the scheme of arrangement at the Court Meeting
and the requisite majority of Dowlais shareholders voted to approve the
special resolution put forth at the General Meeting.

On 16 January 2026, Dowlais and Dauch announced that all Conditions relating
to the receipt of regulatory or antitrust approvals had been satisfied and
that the Court Hearing had been scheduled to be held on 30 January 2026.

On 30 January 2026, Dowlais and Dauch announced that the Court had sanctioned
the Scheme at the Court Hearing held on that day.

Scheme effective

Dowlais and Dauch are pleased to announce that, following the delivery of a
copy of the Court Order to the Registrar of Companies, the Scheme has now
become effective in accordance with its terms and, pursuant to the Scheme, the
entire issued and to be issued share capital of Dowlais is now owned by Dauch.

In accordance with the terms of the Scheme, Scheme Shareholders on the
register at the Scheme Record Time, being 6.00 p.m. on 2 February 2026, who
made no valid election under the Mix and Match Facility, will receive 0.0881
new shares of common stock of Dauch proposed to be issued to Dowlais
Shareholders pursuant to the Combination (the "New Dauch Shares") and 43 pence
in cash for each Dowlais Share held. Settlement of the consideration to which
any Scheme Shareholder is entitled will be effected as set out in the Scheme
Document.

Information regarding the Mix and Match Facility

The entitlements of Dowlais Shareholders under the Mix and Match Facility are
based on the Mix and Match Reference Price, which has been calculated  in
accordance with the terms of the Scheme using the 5 Day VWAP of shares of
common stock of Dauch issued and outstanding (the "Dauch Shares") as at the
close of trading on the NYSE on the Trading Day falling immediately prior to
the Scheme Record Date (the "Measurement Date") (such Dauch share price being
the "Dauch Mix and Match Price"), converted into pounds sterling based on the
closing spot rate of exchange for GBP into USD as published by Bloomberg L.P.
on the Measurement Date (the "Mix and Match FX Rate").

Based on a Dauch Mix and Match Price of $8.0695, and a Mix and Match FX Rate
of 1.3686, the Mix and Match Reference Price is £5.8961712699.

Valid Share Elections in respect of 113,855,567 Dowlais Shares, representing
approximately 8.57% per cent. of the aggregate number of Scheme Shares, and
valid Cash Elections in respect of 140,138,400 Dowlais Shares, representing
approximately 10.55 per cent. of the aggregate number of Scheme Shares, were
made by Dowlais Shareholders. The ability to satisfy Share Elections and Cash
Elections was dependent upon other Dowlais Shareholders making offsetting
elections.

Dowlais Shareholders who made valid Cash Elections have had such elections
scaled down on a pro rata basis to approximately 67.26 per cent.. For each
Dowlais Share in respect of which a valid Cash Election has been made and
which has been satisfied, the relevant Dowlais Shareholder will receive
51.94526889 pence in cash for every 0.0881 of a New Dauch Share foregone. For
every Dowlais Share in respect of which a valid Cash Election has been made
and which has not been satisfied due to scaling back, the relevant Dowlais
Shareholder will receive the Standard Consideration.

Dowlais Shareholders who made valid Share Elections have had such elections
satisfied in full. For each Dowlais Share in respect of which a valid Share
Election has been made, the relevant Dowlais Shareholder will receive
approximately 0.0729286821 New Dauch Shares for every 43 pence in cash
foregone.

Tax certification

The deadline for submitting a Tax Certification Form (or such other forms as
must be provided by a Qualified Intermediary) in order to not have part of the
cash consideration due under the Combination withheld at Completion has
passed. The attention of Dowlais Shareholders who have not validly returned
such forms is drawn to the Second Tax Certification Return Time, at 11.00 a.m.
on the day falling 40 calendar days after the despatch of payment of the cash
consideration due under the Combination. Failure to complete and return such
forms by this time will result in any cash consideration withheld from a
Dowlais Shareholder being paid to the IRS and a Dowlais Shareholder will need
to file a U.S. federal income tax return to reclaim any withheld
consideration.

Dowlais Shareholders who made Share Elections and were therefore prevented
from submitting a Tax Certification Form (or such other forms as must be
provided by a Qualified Intermediary) due to the uncertainty as to the number
of shares they will receive are reminded that, following this announcement,
they have the necessary information to determine the number of shares they
will receive and carry out the calculations in those forms. Such Dowlais
Shareholders should complete the subsequent Tax Certification Form which will
be sent to them shortly after the date of this announcement, and return it by
the Second Tax Certification Return Time referred to above.

If you are in any doubt as to how to complete the Tax Certification Form,
please contact Dowlais' Registrar, Equiniti, by calling the Shareholder
Helpline on +44 (0)333 207 6394, further details of which are set out in the
Scheme Document.

Admission of Dauch Shares; Suspension and cancellation of listing and trading
of Dowlais Shares

Applications have been made to the Financial Conduct Authority ("FCA") and the
London Stock Exchange ("LSE") in relation to the admission of the Dauch
Shares  (including the New Dauch Shares) to the equity shares (international
commercial companies secondary listing) category of the Official List
maintained by the FCA (the "Official List") and to trading on the LSE's main
market for listed securities (the "Main Market"), which is expected to take
place by 8.00 a.m. on 4 February 2026.

Applications have been made for the suspension of: (i) trading in Dowlais
Shares on the Main Market; and (ii) the listing of Dowlais Shares on the
Official List, and such suspensions are expected to take effect from 7:30 a.m.
today, 3 February 2026.

Applications have also been made for: (i) the de-listing of Dowlais Shares
from the Official List; and (ii) the cancellation of the admission to trading
of Dowlais Shares on the Main Market, and such de-listing and cancellation are
expected to take effect from 8:00 a.m. on 4 February 2026.

Further announcements will be made when appropriate.

Simon Mackenzie Smith, Chair of Dowlais, commented:

"The combination of Dowlais and Dauch, which becomes effective today, delivers
a compelling and value creating outcome for our shareholders and other
stakeholders. The transaction provides shareholders with both cash certainty
and continued participation in the future of the business, including the
expected substantial synergy benefits, and positions the Dowlais operations
within a larger, more diversified industrial platform with enhanced scale and
capability.  I would like to thank our shareholders for their engagement and
support throughout this process, and our employees and management teams for
maintaining a strong operational focus during a period of significant change."

David C. Dauch. Chairman and CEO of Dauch, commented:

"This is a defining and transformational time for both companies. By uniting
the capabilities of both organizations under one brand, we're creating a
premier Driveline and Metal-Forming supplier serving the global automotive
industry that is built to perform-one positioned to meet today's demands and
lead into the next era of propulsion."

Changes to the Dowlais Board

As the Scheme has now become effective, Dowlais duly announces that, as of
today's date, Simon Mackenzie Smith, Liam Butterworth, Celia Baxter, Philip
Harrison, Shali Vasudeva and Fiona MacAulay have tendered their resignations
and have stepped down from the Dowlais Board. Roberto Fioroni will continue as
a director of Dowlais and John Nicholson has been appointed to the Dowlais
Board with effect from today's date.

Other

Full details of the Combination are set out in the Scheme Document published
on 19 June 2025, which is also available on Dowlais' website at
www.dowlais.com. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references in this announcement to times are to London time unless
otherwise stated.

Tax changes in UK budget 2025

As noted in paragraph 16 of the Scheme Document, the comments included in that
section were based on current UK legislation at the date of the Scheme
Document which is subject to change. In the Budget delivered by the UK
Chancellor of the Exchequer on 26 November 2025 ("Budget Day"), changes were
announced, with immediate effect, to the UK tax legislation applicable to
share exchanges.

The underlying principle set out in paragraph 16.2(A) of the Scheme Document -
that on a qualifying share exchange shareholders should not be treated as
disposing of their shares but should be treated as acquiring their new shares
(here New Dauch Shares) at the same time and for the same consideration as
their existing shares (here Dowlais Shares) - remains unchanged. However,
there have been changes to the anti-avoidance legislation that can disapply
this treatment where there is a main purpose of reducing or avoiding a
liability to capital gains tax or corporation tax ("Tax Avoidance"). The key
changes as compared to the position summarised in the Scheme Document are (i)
the anti-avoidance legislation can now apply to all Dowlais Shareholders (not
only those with more than a 5% shareholding), and (ii) when considering
whether there is a main purpose of Tax Avoidance the relevant facts to
consider are now wider.  In particular, they can include any arrangements
entered into by a shareholder that relate to the share exchange as well as the
purposes of the share exchange itself (although any such arrangements should
only affect the tax treatment of the shareholder concerned, rather than the
treatment of the share exchange as a whole).

The Scheme Document disclosed that clearance had been obtained from HMRC under
section 137 TCGA 1992 that the previous anti-avoidance legislation did not
apply. Given this change in law, such clearance is no longer valid but the
underlying purposes of the Scheme (with respect to which the clearance was
obtained) have not changed. Dowlais Shareholders who are in any doubt as to
how to treat the exchange of their Dowlais Shares for New Dauch Shares for the
purposes of their UK tax returns should consult an appropriately qualified
independent professional adviser.

The above statements are based on the draft legislation published on Budget
Day which is subject to change, possibly with retrospective effect.

 

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 / Charlotte Ward                                       +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

Dauch

 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 Dauch)
 Ian MacAllister / Michael Murphy                                        +1 (212) 270 6000
 Robert Constant / Jonty Edwards                                         +44 (0) 203 493 8000
 FGS Global (PR adviser to Dauch)
 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 Dauch.

 

IMPORTANT NOTICES

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
FCA" is acting as financial adviser exclusively for Dauch 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 Dauch 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. 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 implemented solely pursuant to the terms of the Scheme
Document, which, together with the accompanying Forms of Proxy and Forms of
Election in relation to the Mix and Match Facility, contain the full terms and
conditions of the Combination.

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 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 Dauch 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 the shares of an English company and is being made
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.

The New Dauch 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 Dauch in the U.S. absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act. The
New Dauch 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.

The Scheme Document will contain 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 Dauch 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 Dauch 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 Dauch 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 Dauch and its subsidiary undertakings from time to time (the
"Dauch 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. Dauch 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 Dauch 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
Dauch 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 Dauch 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 Dauch 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 Dauch 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 Dauch'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 September 30, 2025, filed with the SEC
which also contain additional information regarding forward-looking statements
with respect to Dauch.

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.

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.

 

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