2nd Oct 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 | 1 October 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: | 1,188,134 | 1.00 | 21,514 | 0.01 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 428,000 | 0.36 | 1,038,500 | 0.87 |
TOTAL: | 1,616,134 | 1.36 | 1,060,014 | 0.89 |
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 | 4 | 5.9050 USD |
Common | Buy Transaction | 36,180 | 5.9100 USD |
Common | Buy Transaction | 4,320 | 5.9195 USD |
Common | Buy Transaction | 929 | 5.9200 USD |
Common | Buy Transaction | 18,433 | 5.9212 USD |
Common | Buy Transaction | 701 | 5.9223 USD |
Common | Buy Transaction | 859 | 5.9251 USD |
Common | Buy Transaction | 3,567 | 5.9286 USD |
Common | Buy Transaction | 532 | 5.9294 USD |
Common | Buy Transaction | 4,914 | 5.9300 USD |
Common | Buy Transaction | 18 | 5.9317 USD |
Common | Buy Transaction | 252 | 5.9342 USD |
Common | Buy Transaction | 7,644 | 5.9347 USD |
Common | Buy Transaction | 2,620 | 5.9374 USD |
Common | Buy Transaction | 2 | 5.9400 USD |
Common | Buy Transaction | 1,253 | 5.9411 USD |
Common | Buy Transaction | 1,479 | 5.9425 USD |
Common | Buy Transaction | 160 | 5.9426 USD |
Common | Buy Transaction | 340 | 5.9429 USD |
Common | Buy Transaction | 1,453 | 5.9432 USD |
Common | Buy Transaction | 2,200 | 5.9445 USD |
Common | Buy Transaction | 322 | 5.9449 USD |
Common | Buy Transaction | 620 | 5.9450 USD |
Common | Buy Transaction | 13,053 | 5.9452 USD |
Common | Buy Transaction | 792 | 5.9452 USD |
Common | Buy Transaction | 1,032 | 5.9460 USD |
Common | Buy Transaction | 462 | 5.9461 USD |
Common | Buy Transaction | 2,083 | 5.9480 USD |
Common | Buy Transaction | 1,600 | 5.9481 USD |
Common | Buy Transaction | 20 | 5.9485 USD |
Common | Buy Transaction | 1,709 | 5.9495 USD |
Common | Buy Transaction | 43 | 5.9498 USD |
Common | Buy Transaction | 3,387 | 5.9500 USD |
Common | Buy Transaction | 1,768 | 5.9503 USD |
Common | Buy Transaction | 761 | 5.9503 USD |
Common | Buy Transaction | 488 | 5.9506 USD |
Common | Buy Transaction | 10 | 5.9512 USD |
Common | Buy Transaction | 1,730 | 5.9532 USD |
Common | Buy Transaction | 265 | 5.9554 USD |
Common | Buy Transaction | 526 | 5.9554 USD |
Common | Buy Transaction | 149 | 5.9559 USD |
Common | Buy Transaction | 273 | 5.9563 USD |
Common | Buy Transaction | 147 | 5.9567 USD |
Common | Buy Transaction | 6,416 | 5.9576 USD |
Common | Buy Transaction | 20,277 | 5.9579 USD |
Common | Buy Transaction | 1,706 | 5.9579 USD |
Common | Buy Transaction | 102 | 5.9592 USD |
Common | Buy Transaction | 549 | 5.9600 USD |
Common | Buy Transaction | 25,754 | 5.9615 USD |
Common | Buy Transaction | 501 | 5.9644 USD |
Common | Buy Transaction | 203 | 5.9649 USD |
Common | Buy Transaction | 40 | 5.9650 USD |
Common | Buy Transaction | 18 | 5.9700 USD |
Common | Buy Transaction | 15 | 5.9707 USD |
Common | Buy Transaction | 486 | 5.9749 USD |
Common | Buy Transaction | 30 | 5.9773 USD |
Common | Buy Transaction | 1,110 | 5.9782 USD |
Common | Buy Transaction | 21 | 5.9800 USD |
Common | Buy Transaction | 2,000 | 5.9801 USD |
Common | Buy Transaction | 305 | 5.9809 USD |
Common | Buy Transaction | 6,875 | 5.9886 USD |
Common | Buy Transaction | 8,054 | 5.9900 USD |
Common | Buy Transaction | 4,900 | 5.9901 USD |
Common | Buy Transaction | 541 | 5.9933 USD |
Common | Buy Transaction | 2,132 | 5.9967 USD |
Common | Buy Transaction | 31 | 6.0094 USD |
Common | Buy Transaction | 355 | 6.0145 USD |
Common | Buy Transaction | 1,362 | 6.0407 USD |
Common | Buy Transaction | 21 | 6.0414 USD |
Common | Buy Transaction | 100 | 6.0500 USD |
Common | Sell Transaction | 797 | 5.9000 USD |
Common | Sell Transaction | 49,833 | 5.9100 USD |
Common | Sell Transaction | 23 | 5.9165 USD |
Common | Sell Transaction | 1,102 | 5.9200 USD |
Common | Sell Transaction | 3,302 | 5.9300 USD |
Common | Sell Transaction | 22 | 5.9391 USD |
Common | Sell Transaction | 11,849 | 5.9400 USD |
Common | Sell Transaction | 1,304 | 5.9415 USD |
Common | Sell Transaction | 2,688 | 5.9419 USD |
Common | Sell Transaction | 9,894 | 5.9427 USD |
Common | Sell Transaction | 200 | 5.9450 USD |
Common | Sell Transaction | 67 | 5.9475 USD |
Common | Sell Transaction | 897 | 5.9477 USD |
Common | Sell Transaction | 2,908 | 5.9491 USD |
Common | Sell Transaction | 2,557 | 5.9500 USD |
Common | Sell Transaction | 1,743 | 5.9505 USD |
Common | Sell Transaction | 42,105 | 5.9506 USD |
Common | Sell Transaction | 1,481 | 5.9515 USD |
Common | Sell Transaction | 5,457 | 5.9531 USD |
Common | Sell Transaction | 599 | 5.9535 USD |
Common | Sell Transaction | 3,017 | 5.9551 USD |
Common | Sell Transaction | 335 | 5.9555 USD |
Common | Sell Transaction | 421 | 5.9557 USD |
Common | Sell Transaction | 1,622 | 5.9560 USD |
Common | Sell Transaction | 723 | 5.9572 USD |
Common | Sell Transaction | 106 | 5.9582 USD |
Common | Sell Transaction | 20 | 5.9590 USD |
Common | Sell Transaction | 602 | 5.9591 USD |
Common | Sell Transaction | 110 | 5.9600 USD |
Common | Sell Transaction | 1,178 | 5.9610 USD |
Common | Sell Transaction | 349 | 5.9615 USD |
Common | Sell Transaction | 873 | 5.9620 USD |
Common | Sell Transaction | 286 | 5.9626 USD |
Common | Sell Transaction | 538 | 5.9632 USD |
Common | Sell Transaction | 900 | 5.9633 USD |
Common | Sell Transaction | 19 | 5.9642 USD |
Common | Sell Transaction | 20 | 5.9650 USD |
Common | Sell Transaction | 604 | 5.9658 USD |
Common | Sell Transaction | 1,349 | 5.9664 USD |
Common | Sell Transaction | 32,051 | 5.9665 USD |
Common | Sell Transaction | 3,432 | 5.9667 USD |
Common | Sell Transaction | 133 | 5.9674 USD |
Common | Sell Transaction | 9,418 | 5.9680 USD |
Common | Sell Transaction | 6,123 | 5.9700 USD |
Common | Sell Transaction | 1,847 | 5.9701 USD |
Common | Sell Transaction | 418 | 5.9739 USD |
Common | Sell Transaction | 1,560 | 5.9740 USD |
Common | Sell Transaction | 264 | 5.9748 USD |
Common | Sell Transaction | 1,900 | 5.9750 USD |
Common | Sell Transaction | 1,037 | 5.9751 USD |
Common | Sell Transaction | 69 | 5.9755 USD |
Common | Sell Transaction | 399 | 5.9774 USD |
Common | Sell Transaction | 2,041 | 5.9800 USD |
Common | Sell Transaction | 1,689 | 5.9805 USD |
Common | Sell Transaction | 163 | 5.9850 USD |
Common | Sell Transaction | 1,218 | 5.9868 USD |
Common | Sell Transaction | 772 | 5.9875 USD |
Common | Sell Transaction | 27 | 5.9889 USD |
Common | Sell Transaction | 7,150 | 5.9895 USD |
Common | Sell Transaction | 749 | 5.9895 USD |
Common | Sell Transaction | 6 | 5.9900 USD |
Common | Sell Transaction | 47 | 5.9911 USD |
Common | Sell Transaction | 106 | 5.9938 USD |
Common | Sell Transaction | 312 | 5.9956 USD |
Common | Sell Transaction | 660 | 6.0000 USD |
Common | Sell Transaction | 54 | 6.0006 USD |
Common | Sell Transaction | 180 | 6.0011 USD |
Common | Sell Transaction | 646 | 6.0081 USD |
Common | Sell Transaction | 13 | 6.0100 USD |
Common | Sell Transaction | 38 | 6.0300 USD |
Common | Sell Transaction | 1,100 | 6.0400 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 |
(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 | Put Option | Buy Transaction | 100 | 3.0000 USD | American | 2026-04-17 | 0.1200 USD |
Common | Put Option | Buy Transaction | 700 | 4.0000 USD | American | 2026-04-17 | 0.1700 USD |
Common | Call Option | Buy Transaction | 100 | 10.0000 USD | American | 2026-04-17 | 0.1700 USD |
Common | Call Option | Buy Transaction | 100 | 10.0000 USD | American | 2026-04-17 | 0.2000 USD |
Common | Put Option | Buy Transaction | 200 | 5.0000 USD | American | 2026-01-16 | 0.2600 USD |
Common | Put Option | Buy Transaction | 700 | 5.0000 USD | American | 2026-01-16 | 0.2700 USD |
Common | Call Option | Buy Transaction | 100 | 9.0000 USD | American | 2026-04-17 | 0.2800 USD |
Common | Call Option | Buy Transaction | 200 | 7.0000 USD | American | 2026-01-16 | 0.3900 USD |
Common | Put Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-04-17 | 0.4000 USD |
Common | Call Option | Buy Transaction | 100 | 8.0000 USD | American | 2026-04-17 | 0.4000 USD |
Common | Put Option | Buy Transaction | 600 | 5.0000 USD | American | 2026-04-17 | 0.4100 USD |
Common | Put Option | Buy Transaction | 300 | 5.0000 USD | American | 2026-04-17 | 0.4200 USD |
Common | Call Option | Buy Transaction | 200 | 6.0000 USD | American | 2025-11-21 | 0.5300 USD |
Common | Call Option | Buy Transaction | 100 | 7.0000 USD | American | 2026-04-17 | 0.6100 USD |
Common | Call Option | Buy Transaction | 200 | 6.0000 USD | American | 2026-01-16 | 0.7400 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 1.2900 USD |
Common | Call Option | Sell Transaction | 200 | 10.0000 USD | American | 2026-04-17 | 0.1200 USD |
Common | Put Option | Sell Transaction | 1,300 | 4.0000 USD | American | 2026-04-17 | 0.1300 USD |
Common | Call Option | Sell Transaction | 100 | 10.0000 USD | American | 2026-04-17 | 0.1400 USD |
Common | Call Option | Sell Transaction | 100 | 8.0000 USD | American | 2026-01-16 | 0.1700 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2025-11-21 | 0.1800 USD |
Common | Call Option | Sell Transaction | 100 | 9.0000 USD | American | 2026-04-17 | 0.2100 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.2200 USD |
Common | Put Option | Sell Transaction | 800 | 5.0000 USD | American | 2026-01-16 | 0.2300 USD |
Common | Put Option | Sell Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 0.2700 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2026-01-16 | 0.3200 USD |
Common | Call Option | Sell Transaction | 200 | 8.0000 USD | American | 2026-04-17 | 0.3200 USD |
Common | Call Option | Sell Transaction | 200 | 8.0000 USD | American | 2026-04-17 | 0.3500 USD |
Common | Put Option | Sell Transaction | 600 | 5.0000 USD | American | 2026-04-17 | 0.3800 USD |
Common | Put Option | Sell Transaction | 100 | 5.0000 USD | American | 2026-04-17 | 0.4000 USD |
Common | Put Option | Sell Transaction | 400 | 5.0000 USD | American | 2026-04-17 | 0.4100 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-11-21 | 0.4600 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2026-04-17 | 0.5200 USD |
Common | Call Option | Sell Transaction | 200 | 6.0000 USD | American | 2025-11-21 | 0.5500 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2026-01-16 | 0.6800 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2026-04-17 | 0.8900 USD |
Common | Call Option | Sell Transaction | 100 | 5.0000 USD | American | 2026-01-16 | 1.2300 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: | 2 October 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 | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 49,800 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 38,100 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 176,200 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 100 | 6.0 USD
| American
| 21/11/2025
|
Common | Put Option | Purchased | -10,800 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 200 | 8.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 10,800 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -2,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -600 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 14,900 | 6.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 9,500 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 6,000 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 2,600 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 18/12/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -2,200 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -216,000 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,700 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,200 | 7.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -200 | 8.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 6.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 100 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -52,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 700 | 4.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -39,400 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -300 | 8.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 100 | 5.0 USD
| American
| 18/12/2026
|
Common | Put Option | Sold | 1,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -100 | 9.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Put Option | Sold | 91,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 10.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -153,800 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -508,800 | 7.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
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.