Form 8.3 - Avadel Pharmaceuticals plc
14th Nov 2025 15:00
Ap27
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
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 | AVADEL PHARMACEUTICALS PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) | N/A |
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure | 13 November 2025 |
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A
|
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Ap28
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Common Stock ISIN IE00BDGMC594 $0.01 ordinary shares | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 1,838,628 | 1.88 | 427,844 | 0.43 |
(2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 172,300 | 0.17 | 1,475,200 | 1.51 |
Total | 2,010,928 | 2.05 | 1,903,044 | 1.94 |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 relevantsecurity | Purchase/sale | Number ofsecurities | Price per unit (Note 5) |
Common | Buy Transaction | 7 | 18.9100 USD |
Common | Buy Transaction | 48 | 19.0600 USD |
Common | Buy Transaction | 10 | 19.1000 USD |
Common | Buy Transaction | 459 | 19.1305 USD |
Common | Buy Transaction | 1,600 | 19.1306 USD |
Common | Buy Transaction | 250 | 19.1400 USD |
Common | Buy Transaction | 230 | 19.1435 USD |
Common | Buy Transaction | 1,104 | 19.1500 USD |
Common | Buy Transaction | 15,694 | 19.1520 USD |
Common | Buy Transaction | 300 | 19.1550 USD |
Common | Buy Transaction | 905 | 19.1584 USD |
Common | Buy Transaction | 300 | 19.1633 USD |
Common | Buy Transaction | 2,000 | 19.1640 USD |
Common | Buy Transaction | 300 | 19.1667 USD |
Common | Buy Transaction | 600 | 19.1683 USD |
Common | Buy Transaction | 137 | 19.1695 USD |
Common | Buy Transaction | 491 | 19.1700 USD |
Common | Buy Transaction | 235 | 19.1701 USD |
Common | Buy Transaction | 797 | 19.1705 USD |
Common | Buy Transaction | 600 | 19.1717 USD |
Common | Buy Transaction | 1,500 | 19.1740 USD |
Common | Buy Transaction | 6 | 19.1750 USD |
Common | Buy Transaction | 59 | 19.1756 USD |
Common | Buy Transaction | 7,306 | 19.1763 USD |
Common | Buy Transaction | 292 | 19.1797 USD |
Common | Buy Transaction | 310 | 19.1800 USD |
Common | Buy Transaction | 403 | 19.1807 USD |
Common | Buy Transaction | 370 | 19.1824 USD |
Common | Buy Transaction | 800 | 19.1829 USD |
Common | Buy Transaction | 500 | 19.1840 USD |
Common | Buy Transaction | 13 | 19.1846 USD |
Common | Buy Transaction | 70 | 19.1850 USD |
Common | Buy Transaction | 323 | 19.1851 USD |
Common | Buy Transaction | 297 | 19.1861 USD |
Common | Buy Transaction | 3 | 19.1867 USD |
Common | Buy Transaction | 2,625 | 19.1869 USD |
Common | Buy Transaction | 17 | 19.1871 USD |
Common | Buy Transaction | 18 | 19.1889 USD |
Common | Buy Transaction | 167 | 19.1897 USD |
Common | Buy Transaction | 1,104 | 19.1900 USD |
Common | Buy Transaction | 1,400 | 19.1904 USD |
Common | Buy Transaction | 1,332 | 19.1920 USD |
Common | Buy Transaction | 3,317 | 19.1934 USD |
Common | Buy Transaction | 1,643 | 19.1937 USD |
Common | Buy Transaction | 844 | 19.1938 USD |
Common | Buy Transaction | 278 | 19.1938 USD |
Common | Buy Transaction | 1,910 | 19.1947 USD |
Common | Buy Transaction | 610 | 19.1950 USD |
Common | Buy Transaction | 361 | 19.1950 USD |
Common | Buy Transaction | 599 | 19.1960 USD |
Common | Buy Transaction | 420 | 19.1967 USD |
Common | Buy Transaction | 822 | 19.1970 USD |
Common | Buy Transaction | 1,400 | 19.1971 USD |
Common | Buy Transaction | 194 | 19.1973 USD |
Common | Buy Transaction | 696 | 19.1983 USD |
Common | Buy Transaction | 7 | 19.1986 USD |
Common | Buy Transaction | 853 | 19.1987 USD |
Common | Buy Transaction | 1,787 | 19.1995 USD |
Common | Buy Transaction | 448 | 19.1999 USD |
Common | Buy Transaction | 2,848 | 19.2000 USD |
Common | Buy Transaction | 975 | 19.2003 USD |
Common | Buy Transaction | 1,875 | 19.2004 USD |
Common | Buy Transaction | 466 | 19.2004 USD |
Common | Buy Transaction | 780 | 19.2023 USD |
Common | Buy Transaction | 741 | 19.2027 USD |
Common | Buy Transaction | 72 | 19.2029 USD |
Common | Buy Transaction | 364 | 19.2034 USD |
Common | Buy Transaction | 1,100 | 19.2036 USD |
Common | Buy Transaction | 302 | 19.2050 USD |
Common | Buy Transaction | 680 | 19.2066 USD |
Common | Buy Transaction | 38 | 19.2082 USD |
Common | Buy Transaction | 50 | 19.2090 USD |
Common | Buy Transaction | 393 | 19.2091 USD |
Common | Buy Transaction | 977 | 19.2100 USD |
Common | Buy Transaction | 89 | 19.2118 USD |
Common | Buy Transaction | 1,862 | 19.2125 USD |
Common | Buy Transaction | 150 | 19.2135 USD |
Common | Buy Transaction | 231 | 19.2143 USD |
Common | Buy Transaction | 29 | 19.2159 USD |
Common | Buy Transaction | 1,400 | 19.2201 USD |
Common | Buy Transaction | 500 | 19.2220 USD |
Common | Buy Transaction | 312 | 19.2233 USD |
Common | Buy Transaction | 1 | 19.2300 USD |
Common | Buy Transaction | 6,623 | 19.2350 USD |
Common | Buy Transaction | 5,709 | 19.2400 USD |
Common | Buy Transaction | 1,500 | 19.2450 USD |
Common | Buy Transaction | 7,889 | 19.2500 USD |
Common | Sell Transaction | 7 | 18.9100 USD |
Common | Sell Transaction | 100 | 19.1500 USD |
Common | Sell Transaction | 7,386 | 19.1547 USD |
Common | Sell Transaction | 143 | 19.1548 USD |
Common | Sell Transaction | 5,698 | 19.1549 USD |
Common | Sell Transaction | 1 | 19.1600 USD |
Common | Sell Transaction | 4,407 | 19.1620 USD |
Common | Sell Transaction | 100 | 19.1650 USD |
Common | Sell Transaction | 58 | 19.1655 USD |
Common | Sell Transaction | 909 | 19.1656 USD |
Common | Sell Transaction | 1,231 | 19.1675 USD |
Common | Sell Transaction | 600 | 19.1680 USD |
Common | Sell Transaction | 505 | 19.1680 USD |
Common | Sell Transaction | 1,732 | 19.1700 USD |
Common | Sell Transaction | 2 | 19.1750 USD |
Common | Sell Transaction | 1,303 | 19.1750 USD |
Common | Sell Transaction | 2,100 | 19.1764 USD |
Common | Sell Transaction | 40 | 19.1788 USD |
Common | Sell Transaction | 305 | 19.1800 USD |
Common | Sell Transaction | 293 | 19.1801 USD |
Common | Sell Transaction | 400 | 19.1829 USD |
Common | Sell Transaction | 1,504 | 19.1850 USD |
Common | Sell Transaction | 283 | 19.1850 USD |
Common | Sell Transaction | 4,084 | 19.1856 USD |
Common | Sell Transaction | 1,000 | 19.1860 USD |
Common | Sell Transaction | 392 | 19.1862 USD |
Common | Sell Transaction | 8 | 19.1863 USD |
Common | Sell Transaction | 794 | 19.1863 USD |
Common | Sell Transaction | 2,593 | 19.1877 USD |
Common | Sell Transaction | 1,500 | 19.1887 USD |
Common | Sell Transaction | 644 | 19.1894 USD |
Common | Sell Transaction | 53 | 19.1896 USD |
Common | Sell Transaction | 60 | 19.1897 USD |
Common | Sell Transaction | 33 | 19.1897 USD |
Common | Sell Transaction | 204 | 19.1898 USD |
Common | Sell Transaction | 141 | 19.1900 USD |
Common | Sell Transaction | 596 | 19.1901 USD |
Common | Sell Transaction | 1,348 | 19.1903 USD |
Common | Sell Transaction | 617 | 19.1905 USD |
Common | Sell Transaction | 24 | 19.1908 USD |
Common | Sell Transaction | 212 | 19.1913 USD |
Common | Sell Transaction | 361 | 19.1914 USD |
Common | Sell Transaction | 1,080 | 19.1920 USD |
Common | Sell Transaction | 1,494 | 19.1921 USD |
Common | Sell Transaction | 308 | 19.1935 USD |
Common | Sell Transaction | 68 | 19.1950 USD |
Common | Sell Transaction | 47 | 19.1951 USD |
Common | Sell Transaction | 25 | 19.1952 USD |
Common | Sell Transaction | 1,930 | 19.1959 USD |
Common | Sell Transaction | 356 | 19.1963 USD |
Common | Sell Transaction | 1,009 | 19.1966 USD |
Common | Sell Transaction | 3 | 19.1967 USD |
Common | Sell Transaction | 365 | 19.1971 USD |
Common | Sell Transaction | 1,498 | 19.1974 USD |
Common | Sell Transaction | 200 | 19.1975 USD |
Common | Sell Transaction | 1,005 | 19.1982 USD |
Common | Sell Transaction | 1,949 | 19.1982 USD |
Common | Sell Transaction | 24 | 19.1983 USD |
Common | Sell Transaction | 2,612 | 19.1991 USD |
Common | Sell Transaction | 2,072 | 19.1993 USD |
Common | Sell Transaction | 133 | 19.1995 USD |
Common | Sell Transaction | 2,000 | 19.2000 USD |
Common | Sell Transaction | 276 | 19.2000 USD |
Common | Sell Transaction | 654 | 19.2005 USD |
Common | Sell Transaction | 515 | 19.2027 USD |
Common | Sell Transaction | 139 | 19.2031 USD |
Common | Sell Transaction | 25 | 19.2036 USD |
Common | Sell Transaction | 263 | 19.2044 USD |
Common | Sell Transaction | 520 | 19.2078 USD |
Common | Sell Transaction | 449 | 19.2082 USD |
Common | Sell Transaction | 1,484 | 19.2084 USD |
Common | Sell Transaction | 2,865 | 19.2084 USD |
Common | Sell Transaction | 832 | 19.2086 USD |
Common | Sell Transaction | 704 | 19.2100 USD |
Common | Sell Transaction | 3 | 19.2150 USD |
Common | Sell Transaction | 834 | 19.2158 USD |
Common | Sell Transaction | 330 | 19.2167 USD |
Common | Sell Transaction | 2 | 19.2175 USD |
Common | Sell Transaction | 195 | 19.2179 USD |
Common | Sell Transaction | 1,400 | 19.2200 USD |
Common | Sell Transaction | 1,726 | 19.2321 USD |
Common | Sell Transaction | 4 | 19.2375 USD |
Common | Sell Transaction | 7 | 19.2386 USD |
Common | Sell Transaction | 195 | 19.2388 USD |
Common | Sell Transaction | 15,052 | 19.2400 USD |
Common | Sell Transaction | 773 | 19.2452 USD |
Common | Sell Transaction | 7,256 | 19.2500 USD |
Ap29
(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 (Note 6) | Price per unit (Note 5) |
(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 (Note 6) | Exerciseprice per unit | Type e.g. American, Europeanetc. | Expiry date | Option moneypaid/ received per unit |
Common | Call Option | Buy Transaction | 500 | 17.5000 USD | American | 2025-11-21 | 1.6900 USD |
Common | Call Option | Buy Transaction | 100 | 17.5000 USD | American | 2025-11-21 | 1.7500 USD |
Common | Call Option | Buy Transaction | 700 | 5.0000 USD | American | 2027-01-15 | 14.1500 USD |
Common | Put Option | Sell Transaction | 100 | 17.5000 USD | American | 2025-11-21 | 0.0500 USD |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
|
|
|
|
Ap30
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
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 14 November 2025 |
Contact name | Paula Santos |
Telephone number | 020 7645 9700 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
Ap32
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) ANDRULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDINGOPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ANDRIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Citadel Group |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | AVADEL PHARMACEUTICALS PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities towhich optionor derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
Common | Call Option | Purchased | 3,100 | 25.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -100 | 7.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -45,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 900 | 7.5 USD
| American
| 19/12/2025
|
Common | Put Option | Purchased | 0 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -3,800 | 15.0 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -4,700 | 15.0 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 200 | 22.5 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 17.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -2,900 | 7.5 USD
| American
| 19/12/2025
|
Common | Call Option | Purchased | 24,200 | 22.5 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 5,800 | 22.5 USD
| American
| 15/01/2027
|
Common | Call Option | Purchased | 5,100 | 15.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -100 | 20.0 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | -300 | 15.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 2,200 | 20.0 USD
| American
| 18/06/2026
|
Common | Call Option | Purchased | 200 | 25.0 USD
| American
| 21/11/2025
|
Common | Put Option | Purchased | -100 | 15.0 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -60,700 | 15.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | 0 | 10.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 7,200 | 7.5 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 0 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -3,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Put Option | Purchased | -1,000 | 17.5 USD
| American
| 18/06/2026
|
Common | Put Option | Purchased | 0 | 20.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 0 | 25.0 USD
| American
| 20/03/2026
|
Common | Call Option | Purchased | 5,600 | 12.5 USD
| American
| 15/01/2027
|
Common | Put Option | Purchased | -4,600 | 12.5 USD
| American
| 21/11/2025
|
Common | Put Option | Purchased | -1,000 | 25.0 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 5,400 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 35.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -5,400 | 20.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -1,700 | 25.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,200 | 12.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -30,000 | 15.0 USD
| American
| 20/03/2026
|
Common | Call Option | Sold | -34,700 | 5.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -13,500 | 10.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -179,200 | 20.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -52,000 | 15.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -227,200 | 17.5 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -219,200 | 12.5 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -150,600 | 15.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 1,900 | 17.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -4,400 | 20.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -4,400 | 22.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -2,600 | 30.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -10,700 | 7.5 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -5,100 | 10.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -10,100 | 17.5 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 8,200 | 10.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -100 | 25.0 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -4,800 | 17.5 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -65,900 | 12.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -184,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 4,400 | 17.5 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 100 | 10.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -30,700 | 15.0 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -3,400 | 22.5 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -900 | 20.0 USD
| American
| 15/01/2027
|
Common | Call Option | Sold | -2,100 | 12.5 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 59,000 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -33,500 | 17.5 USD
| American
| 19/12/2025
|
Common | Call Option | Sold | -1,800 | 17.5 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,700 | 30.0 USD
| American
| 21/11/2025
|
Common | Put Option | Sold | 1,600 | 12.5 USD
| American
| 19/12/2025
|
Common | Put Option | Sold | 400 | 20.0 USD
| American
| 20/03/2026
|
Common | Put Option | Sold | 24,900 | 7.5 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 11,900 | 17.5 USD
| American
| 21/11/2025
|
Common | Call Option | Sold | -52,000 | 20.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -9,600 | 7.5 USD
| American
| 16/01/2026
|
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position can be fully understood: |
|
Ap33
4. 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: |
|
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.