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
|
DOWLAIS GROUP PLC
|
|
(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
|
20 February 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
AMERICAN AXLE MANUFACTURING
HOLDINGS INC
|
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
GB00BMWRZ071
1p
ordinary
|
|
|
Interests
|
Short
positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1)
Relevant securities owned and/or controlled:
|
685,912
|
0.05
|
4,317
|
0.00
|
|
(2)
Cash-settled derivatives:
|
3
|
0.00
|
2,280,180
|
0.16
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
|
TOTAL:
|
685,915
|
0.05
|
2,284,497
|
0.16
|
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
|
778
|
0.7255
GBP
|
|
Common
|
Buy
Transaction
|
20,906
|
0.7275
GBP
|
|
Common
|
Buy
Transaction
|
936
|
0.7280
GBP
|
|
Common
|
Buy
Transaction
|
320
|
0.7285
GBP
|
|
Common
|
Buy
Transaction
|
3,107
|
0.7290
GBP
|
|
Common
|
Buy
Transaction
|
7,513
|
0.7295
GBP
|
|
Common
|
Buy
Transaction
|
3,404
|
0.7300
GBP
|
|
Common
|
Buy
Transaction
|
670
|
0.7305
GBP
|
|
Common
|
Buy
Transaction
|
1,079
|
0.7315
GBP
|
|
Common
|
Buy
Transaction
|
195
|
0.7320
GBP
|
|
Common
|
Buy
Transaction
|
2,170
|
0.7335
GBP
|
|
Common
|
Buy
Transaction
|
2,443
|
0.7340
GBP
|
|
Common
|
Buy
Transaction
|
899
|
0.7350
GBP
|
|
Common
|
Buy
Transaction
|
8,558
|
0.7355
GBP
|
|
Common
|
Buy
Transaction
|
2,336
|
0.7360
GBP
|
|
Common
|
Buy
Transaction
|
1,260
|
0.7365
GBP
|
|
Common
|
Buy
Transaction
|
2,501
|
0.7370
GBP
|
|
Common
|
Buy
Transaction
|
223
|
0.7390
GBP
|
|
Common
|
Buy
Transaction
|
456
|
0.7395
GBP
|
|
Common
|
Buy
Transaction
|
21,068
|
0.7400
GBP
|
|
Common
|
Buy
Transaction
|
13,116
|
0.7405
GBP
|
|
Common
|
Buy
Transaction
|
543
|
0.7410
GBP
|
|
Common
|
Buy
Transaction
|
2,468
|
0.7415
GBP
|
|
Common
|
Buy
Transaction
|
12,082
|
0.7420
GBP
|
|
Common
|
Buy
Transaction
|
6,938
|
0.7430
GBP
|
|
Common
|
Buy
Transaction
|
2,508
|
0.7435
GBP
|
|
Common
|
Buy
Transaction
|
6,792
|
0.7438
GBP
|
|
Common
|
Buy
Transaction
|
24,746
|
0.7440
GBP
|
|
Common
|
Buy
Transaction
|
1,632
|
0.7445
GBP
|
|
Common
|
Buy
Transaction
|
11,480
|
0.7450
GBP
|
|
Common
|
Buy
Transaction
|
2,465
|
0.7455
GBP
|
|
Common
|
Buy
Transaction
|
26,488
|
0.7460
GBP
|
|
Common
|
Buy
Transaction
|
6,971
|
0.7465
GBP
|
|
Common
|
Buy
Transaction
|
14,408
|
0.7470
GBP
|
|
Common
|
Buy
Transaction
|
4,174
|
0.7492
GBP
|
|
Common
|
Buy
Transaction
|
4,174
|
0.7500
GBP
|
|
Common
|
Sell
Transaction
|
105,496
|
0.7270
GBP
|
|
Common
|
Sell
Transaction
|
4,607
|
0.7275
GBP
|
|
Common
|
Sell
Transaction
|
778
|
0.7280
GBP
|
|
Common
|
Sell
Transaction
|
24,435
|
0.7285
GBP
|
|
Common
|
Sell
Transaction
|
1,240
|
0.7288
GBP
|
|
Common
|
Sell
Transaction
|
12,669
|
0.7290
GBP
|
|
Common
|
Sell
Transaction
|
4,137
|
0.7295
GBP
|
|
Common
|
Sell
Transaction
|
34,511
|
0.7300
GBP
|
|
Common
|
Sell
Transaction
|
1,090
|
0.7305
GBP
|
|
Common
|
Sell
Transaction
|
352
|
0.7310
GBP
|
|
Common
|
Sell
Transaction
|
3,856
|
0.7320
GBP
|
|
Common
|
Sell
Transaction
|
3,387
|
0.7330
GBP
|
|
Common
|
Sell
Transaction
|
5,154
|
0.7335
GBP
|
|
Common
|
Sell
Transaction
|
33,663
|
0.7345
GBP
|
|
Common
|
Sell
Transaction
|
21,821
|
0.7350
GBP
|
|
Common
|
Sell
Transaction
|
485
|
0.7352
GBP
|
|
Common
|
Sell
Transaction
|
8,271
|
0.7355
GBP
|
|
Common
|
Sell
Transaction
|
1,935
|
0.7360
GBP
|
|
Common
|
Sell
Transaction
|
2,597
|
0.7365
GBP
|
|
Common
|
Sell
Transaction
|
415
|
0.7370
GBP
|
|
Common
|
Sell
Transaction
|
511
|
0.7375
GBP
|
|
Common
|
Sell
Transaction
|
349
|
0.7380
GBP
|
|
Common
|
Sell
Transaction
|
717
|
0.7385
GBP
|
|
Common
|
Sell
Transaction
|
1,429
|
0.7388
GBP
|
|
Common
|
Sell
Transaction
|
3
|
0.7390
GBP
|
|
Common
|
Sell
Transaction
|
4,399
|
0.7395
GBP
|
|
Common
|
Sell
Transaction
|
5,570
|
0.7405
GBP
|
|
Common
|
Sell
Transaction
|
2,500
|
0.7410
GBP
|
|
Common
|
Sell
Transaction
|
8,215
|
0.7415
GBP
|
|
Common
|
Sell
Transaction
|
3,526
|
0.7418
GBP
|
|
Common
|
Sell
Transaction
|
16,646
|
0.7420
GBP
|
|
Common
|
Sell
Transaction
|
11,586
|
0.7425
GBP
|
|
Common
|
Sell
Transaction
|
15,648
|
0.7430
GBP
|
|
Common
|
Sell
Transaction
|
6,183
|
0.7435
GBP
|
|
Common
|
Sell
Transaction
|
12,551
|
0.7440
GBP
|
|
Common
|
Sell
Transaction
|
29,387
|
0.7445
GBP
|
|
Common
|
Sell
Transaction
|
6,465
|
0.7450
GBP
|
|
Common
|
Sell
Transaction
|
7,922
|
0.7460
GBP
|
|
Common
|
Sell
Transaction
|
6,899
|
0.7465
GBP
|
|
Common
|
Sell
Transaction
|
3,058
|
0.7468
GBP
|
|
Common
|
Sell
Transaction
|
3,672
|
0.7470
GBP
|
|
Common
|
Sell
Transaction
|
30,506
|
0.7475
GBP
|
(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
|
Increasing
short position
|
180,548
|
0.7270
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
10,637
|
0.7345
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
24,347
|
0.7346
GBP
|
|
Common
|
CFD
|
Reducing
short position
|
2,500
|
0.7370
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
13,065
|
0.7415
GBP
|
|
Common
|
CFD
|
Reducing
short position
|
4,769
|
0.7437
GBP
|
|
Common
|
CFD
|
Reducing
short position
|
4,059
|
0.7439
GBP
|
(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
|
(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?
|
NO
|
|
Date of disclosure:
|
21 February 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.
