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
|
7 March 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:
|
868
|
0.00
|
461,614
|
0.03
|
|
(2)
Cash-settled derivatives:
|
10
|
0.00
|
4,929,068
|
0.36
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
|
TOTAL:
|
878
|
0.00
|
5,390,682
|
0.40
|
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
|
102
|
0.6620
GBP
|
|
Common
|
Buy
Transaction
|
4,763
|
0.6625
GBP
|
|
Common
|
Buy
Transaction
|
26,144
|
0.6630
GBP
|
|
Common
|
Buy
Transaction
|
8,177
|
0.6635
GBP
|
|
Common
|
Buy
Transaction
|
112
|
0.6645
GBP
|
|
Common
|
Buy
Transaction
|
164
|
0.6647
GBP
|
|
Common
|
Buy
Transaction
|
5,978
|
0.6650
GBP
|
|
Common
|
Buy
Transaction
|
5,258
|
0.6655
GBP
|
|
Common
|
Buy
Transaction
|
11,226
|
0.6660
GBP
|
|
Common
|
Buy
Transaction
|
933
|
0.6665
GBP
|
|
Common
|
Buy
Transaction
|
14,488
|
0.6670
GBP
|
|
Common
|
Buy
Transaction
|
32,398
|
0.6675
GBP
|
|
Common
|
Buy
Transaction
|
242
|
0.6680
GBP
|
|
Common
|
Buy
Transaction
|
5,918
|
0.6685
GBP
|
|
Common
|
Buy
Transaction
|
92
|
0.6690
GBP
|
|
Common
|
Buy
Transaction
|
659
|
0.6695
GBP
|
|
Common
|
Buy
Transaction
|
11,729
|
0.6705
GBP
|
|
Common
|
Buy
Transaction
|
1,163
|
0.6710
GBP
|
|
Common
|
Buy
Transaction
|
9,681
|
0.6715
GBP
|
|
Common
|
Buy
Transaction
|
6,289
|
0.6720
GBP
|
|
Common
|
Buy
Transaction
|
4,663
|
0.6725
GBP
|
|
Common
|
Buy
Transaction
|
1,685
|
0.6727
GBP
|
|
Common
|
Buy
Transaction
|
7,427
|
0.6730
GBP
|
|
Common
|
Buy
Transaction
|
7,818
|
0.6733
GBP
|
|
Common
|
Buy
Transaction
|
6,503
|
0.6735
GBP
|
|
Common
|
Buy
Transaction
|
8,421
|
0.6740
GBP
|
|
Common
|
Buy
Transaction
|
134
|
0.6743
GBP
|
|
Common
|
Buy
Transaction
|
21,489
|
0.6745
GBP
|
|
Common
|
Buy
Transaction
|
126
|
0.6753
GBP
|
|
Common
|
Buy
Transaction
|
1,628
|
0.6755
GBP
|
|
Common
|
Buy
Transaction
|
3,869
|
0.6765
GBP
|
|
Common
|
Buy
Transaction
|
104
|
0.6770
GBP
|
|
Common
|
Buy
Transaction
|
589
|
0.6775
GBP
|
|
Common
|
Buy
Transaction
|
5,657
|
0.6780
GBP
|
|
Common
|
Buy
Transaction
|
1,562
|
0.6785
GBP
|
|
Common
|
Buy
Transaction
|
7,563
|
0.6790
GBP
|
|
Common
|
Buy
Transaction
|
1,457
|
0.6793
GBP
|
|
Common
|
Buy
Transaction
|
3,414
|
0.6795
GBP
|
|
Common
|
Buy
Transaction
|
2,633
|
0.6800
GBP
|
|
Common
|
Buy
Transaction
|
92,033
|
0.6805
GBP
|
|
Common
|
Buy
Transaction
|
1,473
|
0.6807
GBP
|
|
Common
|
Buy
Transaction
|
51,489
|
0.6810
GBP
|
|
Common
|
Buy
Transaction
|
6,247
|
0.6815
GBP
|
|
Common
|
Buy
Transaction
|
202
|
0.6820
GBP
|
|
Common
|
Buy
Transaction
|
5,470
|
0.6825
GBP
|
|
Common
|
Buy
Transaction
|
3,659
|
0.6830
GBP
|
|
Common
|
Buy
Transaction
|
4,801
|
0.6835
GBP
|
|
Common
|
Buy
Transaction
|
4,733
|
0.6845
GBP
|
|
Common
|
Buy
Transaction
|
10,080
|
0.6850
GBP
|
|
Common
|
Buy
Transaction
|
204,800
|
0.6870
GBP
|
|
Common
|
Buy
Transaction
|
3,670
|
0.6875
GBP
|
|
Common
|
Buy
Transaction
|
2,483
|
0.6880
GBP
|
|
Common
|
Buy
Transaction
|
192
|
0.6885
GBP
|
|
Common
|
Buy
Transaction
|
10,001
|
0.6890
GBP
|
|
Common
|
Buy
Transaction
|
2,351
|
0.6895
GBP
|
|
Common
|
Buy
Transaction
|
93
|
0.6900
GBP
|
|
Common
|
Sell
Transaction
|
217
|
0.6615
GBP
|
|
Common
|
Sell
Transaction
|
448
|
0.6645
GBP
|
|
Common
|
Sell
Transaction
|
90,658
|
0.6650
GBP
|
|
Common
|
Sell
Transaction
|
9,947
|
0.6655
GBP
|
|
Common
|
Sell
Transaction
|
788
|
0.6660
GBP
|
|
Common
|
Sell
Transaction
|
15,951
|
0.6670
GBP
|
|
Common
|
Sell
Transaction
|
1,205
|
0.6675
GBP
|
|
Common
|
Sell
Transaction
|
201
|
0.6693
GBP
|
|
Common
|
Sell
Transaction
|
1,545
|
0.6695
GBP
|
|
Common
|
Sell
Transaction
|
661,969
|
0.6700
GBP
|
|
Common
|
Sell
Transaction
|
18,886
|
0.6705
GBP
|
|
Common
|
Sell
Transaction
|
34,959
|
0.6710
GBP
|
|
Common
|
Sell
Transaction
|
5,511
|
0.6715
GBP
|
|
Common
|
Sell
Transaction
|
6,131
|
0.6717
GBP
|
|
Common
|
Sell
Transaction
|
7,429
|
0.6720
GBP
|
|
Common
|
Sell
Transaction
|
9,693
|
0.6725
GBP
|
|
Common
|
Sell
Transaction
|
27,863
|
0.6730
GBP
|
|
Common
|
Sell
Transaction
|
1,711
|
0.6733
GBP
|
|
Common
|
Sell
Transaction
|
24,311
|
0.6740
GBP
|
|
Common
|
Sell
Transaction
|
4,788
|
0.6745
GBP
|
|
Common
|
Sell
Transaction
|
11,569
|
0.6750
GBP
|
|
Common
|
Sell
Transaction
|
10,991
|
0.6755
GBP
|
|
Common
|
Sell
Transaction
|
2,172
|
0.6775
GBP
|
|
Common
|
Sell
Transaction
|
5,631
|
0.6780
GBP
|
|
Common
|
Sell
Transaction
|
13,844
|
0.6785
GBP
|
|
Common
|
Sell
Transaction
|
30,024
|
0.6790
GBP
|
|
Common
|
Sell
Transaction
|
2,464
|
0.6795
GBP
|
|
Common
|
Sell
Transaction
|
24,849
|
0.6800
GBP
|
|
Common
|
Sell
Transaction
|
48,093
|
0.6805
GBP
|
|
Common
|
Sell
Transaction
|
12,401
|
0.6810
GBP
|
|
Common
|
Sell
Transaction
|
27,020
|
0.6820
GBP
|
|
Common
|
Sell
Transaction
|
8,784
|
0.6825
GBP
|
|
Common
|
Sell
Transaction
|
1,044
|
0.6840
GBP
|
|
Common
|
Sell
Transaction
|
928
|
0.6860
GBP
|
|
Common
|
Sell
Transaction
|
6,424
|
0.6895
GBP
|
|
Common
|
Sell
Transaction
|
6,445
|
0.6915
GBP
|
|
Common
|
Sell
Transaction
|
5,959
|
0.6920
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
|
Reducing
short position
|
1,146
|
0.6687
GBP
|
|
Common
|
CFD
|
Reducing
short position
|
258
|
0.6705
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
17,257
|
0.6710
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
57,119
|
0.6715
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
917
|
0.6725
GBP
|
|
Common
|
CFD
|
Reducing
short position
|
1,728
|
0.6780
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
23,967
|
0.6797
GBP
|
|
Common
|
CFD
|
Increasing
short position
|
38,942
|
0.6805
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:
|
10 March 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.
