Form 8.3 - American Axle & Manufacturing Holdings

Source: RNS
RNS Number : 6685B
Citadel Group
01 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

30 September 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:

1,238,616

1.04

47,478

0.04

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

427,600

0.36

1,038,000

0.87

 

     TOTAL:

1,666,216

1.40

1,085,478

0.91

 

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

727

5.9400 USD

Common

Buy Transaction

250

5.9450 USD

Common

Buy Transaction

101

5.9500 USD

Common

Buy Transaction

1,025

5.9510 USD

Common

Buy Transaction

50

5.9510 USD

Common

Buy Transaction

200

5.9550 USD

Common

Buy Transaction

254

5.9579 USD

Common

Buy Transaction

105

5.9595 USD

Common

Buy Transaction

1,475

5.9600 USD

Common

Buy Transaction

2,539

5.9617 USD

Common

Buy Transaction

1,824

5.9637 USD

Common

Buy Transaction

16

5.9675 USD

Common

Buy Transaction

245

5.9693 USD

Common

Buy Transaction

31

5.9700 USD

Common

Buy Transaction

27

5.9707 USD

Common

Buy Transaction

2,512

5.9795 USD

Common

Buy Transaction

363

5.9800 USD

Common

Buy Transaction

1,918

5.9803 USD

Common

Buy Transaction

2,413

5.9848 USD

Common

Buy Transaction

100

5.9850 USD

Common

Buy Transaction

7,206

5.9852 USD

Common

Buy Transaction

686

5.9855 USD

Common

Buy Transaction

696

5.9900 USD

Common

Buy Transaction

1,517

5.9921 USD

Common

Buy Transaction

13,338

5.9929 USD

Common

Buy Transaction

15,937

5.9929 USD

Common

Buy Transaction

2,838

5.9943 USD

Common

Buy Transaction

250

5.9950 USD

Common

Buy Transaction

1,514

5.9954 USD

Common

Buy Transaction

4,038

5.9959 USD

Common

Buy Transaction

120

5.9966 USD

Common

Buy Transaction

982

5.9997 USD

Common

Buy Transaction

2,138

5.9999 USD

Common

Buy Transaction

1,646

6.0000 USD

Common

Buy Transaction

830

6.0016 USD

Common

Buy Transaction

1,339

6.0029 USD

Common

Buy Transaction

8,670

6.0036 USD

Common

Buy Transaction

1,119

6.0054 USD

Common

Buy Transaction

102

6.0054 USD

Common

Buy Transaction

1,079

6.0066 USD

Common

Buy Transaction

488

6.0069 USD

Common

Buy Transaction

2

6.0075 USD

Common

Buy Transaction

146

6.0080 USD

Common

Buy Transaction

600

6.0083 USD

Common

Buy Transaction

484

6.0096 USD

Common

Buy Transaction

25,747

6.0100 USD

Common

Buy Transaction

875

6.0109 USD

Common

Buy Transaction

518

6.0109 USD

Common

Buy Transaction

178

6.0128 USD

Common

Buy Transaction

2

6.0129 USD

Common

Buy Transaction

497

6.0148 USD

Common

Buy Transaction

2

6.0150 USD

Common

Buy Transaction

89

6.0158 USD

Common

Buy Transaction

5,214

6.0175 USD

Common

Buy Transaction

320

6.0175 USD

Common

Buy Transaction

43

6.0198 USD

Common

Buy Transaction

2,772

6.0200 USD

Common

Buy Transaction

1

6.0249 USD

Common

Buy Transaction

136

6.0257 USD

Common

Buy Transaction

1,175

6.0300 USD

Common

Buy Transaction

518

6.0309 USD

Common

Buy Transaction

5,000

6.0350 USD

Common

Buy Transaction

6

6.0400 USD

Common

Buy Transaction

20,600

6.0492 USD

Common

Buy Transaction

168

6.0600 USD

Common

Buy Transaction

172

6.0630 USD

Common

Buy Transaction

1,300

6.0646 USD

Common

Buy Transaction

195

6.0700 USD

Common

Buy Transaction

20

6.0750 USD

Common

Buy Transaction

50

6.0900 USD

Common

Sell Transaction

5,361

5.9400 USD

Common

Sell Transaction

449

5.9424 USD

Common

Sell Transaction

108

5.9450 USD

Common

Sell Transaction

459

5.9487 USD

Common

Sell Transaction

10

5.9490 USD

Common

Sell Transaction

810

5.9492 USD

Common

Sell Transaction

1,609

5.9500 USD

Common

Sell Transaction

10

5.9550 USD

Common

Sell Transaction

5,020

5.9554 USD

Common

Sell Transaction

1

5.9569 USD

Common

Sell Transaction

336

5.9589 USD

Common

Sell Transaction

652

5.9597 USD

Common

Sell Transaction

702

5.9600 USD

Common

Sell Transaction

1,461

5.9621 USD

Common

Sell Transaction

46

5.9624 USD

Common

Sell Transaction

700

5.9700 USD

Common

Sell Transaction

409

5.9701 USD

Common

Sell Transaction

13,132

5.9716 USD

Common

Sell Transaction

62

5.9723 USD

Common

Sell Transaction

474

5.9727 USD

Common

Sell Transaction

2,600

5.9740 USD

Common

Sell Transaction

101

5.9750 USD

Common

Sell Transaction

230

5.9752 USD

Common

Sell Transaction

4,241

5.9788 USD

Common

Sell Transaction

14,682

5.9800 USD

Common

Sell Transaction

300

5.9810 USD

Common

Sell Transaction

1,028

5.9829 USD

Common

Sell Transaction

541

5.9837 USD

Common

Sell Transaction

714

5.9839 USD

Common

Sell Transaction

202

5.9850 USD

Common

Sell Transaction

1,058

5.9850 USD

Common

Sell Transaction

55

5.9851 USD

Common

Sell Transaction

7,232

5.9859 USD

Common

Sell Transaction

12,699

5.9860 USD

Common

Sell Transaction

662

5.9884 USD

Common

Sell Transaction

44

5.9886 USD

Common

Sell Transaction

300

5.9888 USD

Common

Sell Transaction

236

5.9891 USD

Common

Sell Transaction

3,408

5.9898 USD

Common

Sell Transaction

15,000

5.9900 USD

Common

Sell Transaction

180

5.9904 USD

Common

Sell Transaction

500

5.9920 USD

Common

Sell Transaction

2,089

5.9928 USD

Common

Sell Transaction

5,244

5.9946 USD

Common

Sell Transaction

508

5.9950 USD

Common

Sell Transaction

2,400

5.9967 USD

Common

Sell Transaction

6,204

6.0000 USD

Common

Sell Transaction

2,510

6.0033 USD

Common

Sell Transaction

70

6.0050 USD

Common

Sell Transaction

600

6.0067 USD

Common

Sell Transaction

91

6.0079 USD

Common

Sell Transaction

663

6.0090 USD

Common

Sell Transaction

26,634

6.0100 USD

Common

Sell Transaction

3,100

6.0108 USD

Common

Sell Transaction

301

6.0115 USD

Common

Sell Transaction

1,023

6.0123 USD

Common

Sell Transaction

502

6.0141 USD

Common

Sell Transaction

440

6.0152 USD

Common

Sell Transaction

9

6.0167 USD

Common

Sell Transaction

42

6.0188 USD

Common

Sell Transaction

4,612

6.0200 USD

Common

Sell Transaction

4,702

6.0205 USD

Common

Sell Transaction

295

6.0232 USD

Common

Sell Transaction

117

6.0296 USD

Common

Sell Transaction

2,155

6.0300 USD

Common

Sell Transaction

310

6.0305 USD

Common

Sell Transaction

1,130

6.0341 USD

Common

Sell Transaction

1,930

6.0350 USD

Common

Sell Transaction

344

6.0354 USD

Common

Sell Transaction

8

6.0400 USD

Common

Sell Transaction

13,200

6.0591 USD

Common

Sell Transaction

200

6.0600 USD

Common

Sell Transaction

100

6.0700 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

5.0000 USD

American

2025-11-21

0.1600 USD

Common

Call Option

Buy Transaction

200

9.0000 USD

American

2026-04-17

0.3000 USD

Common

Call Option

Buy Transaction

100

10.0000 USD

American

2026-07-17

0.3100 USD

Common

Call Option

Buy Transaction

6,400

7.0000 USD

American

2026-01-16

0.3600 USD

Common

Put Option

Buy Transaction

100

7.0000 USD

American

2025-10-17

1.1000 USD

Common

Put Option

Sell Transaction

100

5.0000 USD

American

2025-11-21

0.1000 USD

Common

Call Option

Sell Transaction

100

10.0000 USD

American

2026-07-17

0.2200 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-10-17

0.2500 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-11-21

0.4600 USD

Common

Put Option

Sell Transaction

100

6.0000 USD

American

2025-11-21

0.4700 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-11-21

0.5100 USD

Common

Call Option

Sell Transaction

2,000

6.0000 USD

American

2026-01-16

0.7000 USD

Common

Call Option

Sell Transaction

4,300

7.0000 USD

American

2026-12-18

1.0000 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:

1 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

38,100

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-2,200

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

0

8.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

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

Put Option

Purchased

-700

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

15,000

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-200

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Purchased

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-10,900

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

2,700

7.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

9,500

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-2,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

176,200

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

10,700

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

6,000

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

49,900

6.0 USD

 

American

 

17/10/2025

 

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

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

91,700

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

100

4.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-153,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-508,800

7.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-100

8.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-52,500

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

1,700

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-100

10.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

9.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Sold

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

21/11/2025

 

 

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.

 

 

 

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