RNS Number : 8514B
Citadel Group
02 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:

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.

 

 

 

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