REG - Jefferies Intl Ltd Dowlais Group PLC - Form 8.3 - Dowlais Group plc

DowlaisAnnouncement

28/10/2025 13:45

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RNS Number : 1624F  Jefferies International Limited  28 October 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:                                                      Jefferies International Limited
 (b) Owner or controller of interests and short positions disclosed, if
 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   Dowlais Group Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) If an exempt fund manager connected with an offeror/offeree, state this
 and specify identity of offeror/offeree:

 (e) Date position held/dealing undertaken:                                       27(th) October 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           American Axle & Manufacturing Holdings, Inc.
 disclosures in respect of any other party to the offer?

      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:                                          1p ordinary

                                                                      Interests          Short positions

                                                                      Number      %      Number                         %
 (1) Relevant securities owned and/or controlled:                     12,734,477  0.967
 (2) Cash-settled derivatives:                                        27,414,065  2.082  40,127,624                     3.048

 (3) Stock-settled derivatives (including options) and agreements to
 purchase/sell:
 TOTAL:                                                               40,148,542  3.049            40,127,624           3.048

 

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:
 Details, including nature of the rights concerned and relevant percentages:

 

 

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 (GBX)

 1p ordinary                 Purchase       100,000               82.3000

                                             370,918              82.4000

                                             399,110              82.5261

                                             245,001              82.7341

                                             50,000               82.9519

                             Sale           2                     81.0000

                                             2,354                81.6000

                                             1,004                81.7000

                                             35,426               81.7500

                                             1,783                81.8000

                                             1,556                81.8500

                                             1,295                81.9000

                                             3,179                81.9250

                                             3,972                81.9500

                                             2,463                81.9750

                                             170,168              82.0000

                                             24,192               82.0250

                                             2,639                82.0500

                                             650                  82.0750

                                             30,634               82.1000

                                             282                  82.1250

                                             2,042                82.1500

                                             412                  82.1750

                                             5,768                82.2000

                                             18,340               82.2250

                                             6,757                82.2500

                                             1,850                82.2750

                                             101,431              82.3000

                                             6,023                82.3250

                                             4,276                82.3500

                                             2,690                82.3750

                                             4,057                82.4000

                                             3,891                82.4250

                                             19,101               82.4500

                                             2,022                82.4750

                                             66,341               82.5000

                                             3,568                82.5250

                                             1,304                82.5500

                                             595                  82.5750

                                             3,025                82.6000

                                             271                  82.6250

                                             530                  82.6500

                                             14,182               82.6750

                                             97,976               82.7000

                                             2,371                82.7250

                                             236,002              82.7500

                                             6,904                82.7750

                                             3,700                82.8000

                                             4,338                82.8250

                                             4,930                82.8500

                                             6,223                82.8750

                                             127,438              82.9000

                                             6,521                82.9250

                                             4,718                82.9500

                                             3,154                82.9750

                                             45,201               83.0000

                                             4,039                83.0250

                                             14,039               83.0500

                                             20,001               83.0600

                                             5,514                83.1000

                                             967                  83.1250

 

 

(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                                   (GBX)
                                                  position
 1p ordinary

 

 

(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.

 

(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?  NO

 

 

 Date of disclosure:  28(th) October 2025
 Contact name:        Robin Greenwood
 Telephone number     020 7029 8595

 

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/) .

 

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