Form 8.3 - American Axle & Manufacturing Holdings
13th Jun 2025 15:00
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 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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | AMERICAN AXLE MANUFACTURING HOLDINGS INC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 12 June 2025 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES DOWLAIS GROUP PLC |
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: Common Stock | ISIN US0240611030 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 purchase/sell: | 989,800 | 0.83 | 1,001,600 | 0.84 |
TOTAL: | 3,361,667 | 2.83 | 1,001,600 | 0.84 |
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 e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
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 e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
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 e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
|
|
|
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.
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 disclosure relates: | AMERICAN AXLE MANUFACTURING HOLDINGS INC |
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 e.g. American, European etc. | Expiry date |
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.