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Citadel Group
Major Shareholding Notification • Aug 5, 2025
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Major Shareholding Notification
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National Storage Mechanism | Additional information 
RNS Number : 0653U
Citadel Group
05 August 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 |
4 August 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: | 1,478,096 | 1.24 | 419,963 | 0.35 |
| (2) Cash-settled derivatives: | 162,840 | 0.13 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 203,300 | 0.17 | 595,500 | 0.50 |
| TOTAL: | 1,844,236 | 1.55 | 1,015,463 | 0.85 |
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 | 5,600 | 4.3150 USD |
| Common | Buy Transaction | 113 | 4.3200 USD |
| Common | Buy Transaction | 8 | 4.3250 USD |
| Common | Buy Transaction | 5,307 | 4.3300 USD |
| Common | Buy Transaction | 800 | 4.3311 USD |
| Common | Buy Transaction | 3,698 | 4.3345 USD |
| Common | Buy Transaction | 1,810 | 4.3350 USD |
| Common | Buy Transaction | 1,045 | 4.3350 USD |
| Common | Buy Transaction | 4,981 | 4.3368 USD |
| Common | Buy Transaction | 8,056 | 4.3400 USD |
| Common | Buy Transaction | 188 | 4.3407 USD |
| Common | Buy Transaction | 358 | 4.3412 USD |
| Common | Buy Transaction | 161 | 4.3416 USD |
| Common | Buy Transaction | 400 | 4.3450 USD |
| Common | Buy Transaction | 697 | 4.3459 USD |
| Common | Buy Transaction | 11 | 4.3464 USD |
| Common | Buy Transaction | 426 | 4.3486 USD |
| Common | Buy Transaction | 160 | 4.3487 USD |
| Common | Buy Transaction | 2,256 | 4.3490 USD |
| Common | Buy Transaction | 7,993 | 4.3491 USD |
| Common | Buy Transaction | 36,913 | 4.3500 USD |
| Common | Buy Transaction | 331 | 4.3508 USD |
| Common | Buy Transaction | 267 | 4.3511 USD |
| Common | Buy Transaction | 992 | 4.3517 USD |
| Common | Buy Transaction | 395 | 4.3525 USD |
| Common | Buy Transaction | 700 | 4.3529 USD |
| Common | Buy Transaction | 297 | 4.3532 USD |
| Common | Buy Transaction | 1 | 4.3533 USD |
| Common | Buy Transaction | 3,212 | 4.3535 USD |
| Common | Buy Transaction | 195 | 4.3544 USD |
| Common | Buy Transaction | 2,200 | 4.3545 USD |
| Common | Buy Transaction | 1,105 | 4.3546 USD |
| Common | Buy Transaction | 522 | 4.3547 USD |
| Common | Buy Transaction | 99 | 4.3551 USD |
| Common | Buy Transaction | 436 | 4.3558 USD |
| Common | Buy Transaction | 1,938 | 4.3558 USD |
| Common | Buy Transaction | 800 | 4.3563 USD |
| Common | Buy Transaction | 503 | 4.3567 USD |
| Common | Buy Transaction | 15,585 | 4.3568 USD |
| Common | Buy Transaction | 700 | 4.3571 USD |
| Common | Buy Transaction | 800 | 4.3575 USD |
| Common | Buy Transaction | 926 | 4.3583 USD |
| Common | Buy Transaction | 1,339 | 4.3597 USD |
| Common | Buy Transaction | 12,776 | 4.3600 USD |
| Common | Buy Transaction | 66 | 4.3603 USD |
| Common | Buy Transaction | 673 | 4.3605 USD |
| Common | Buy Transaction | 58 | 4.3650 USD |
| Common | Buy Transaction | 302 | 4.3664 USD |
| Common | Buy Transaction | 1,500 | 4.3667 USD |
| Common | Buy Transaction | 780 | 4.3694 USD |
| Common | Buy Transaction | 4,085 | 4.3695 USD |
| Common | Buy Transaction | 7,603 | 4.3700 USD |
| Common | Buy Transaction | 1,221 | 4.3706 USD |
| Common | Buy Transaction | 147 | 4.3804 USD |
| Common | Buy Transaction | 5,614 | 4.3900 USD |
| Common | Sell Transaction | 12 | 4.3192 USD |
| Common | Sell Transaction | 1,256 | 4.3300 USD |
| Common | Sell Transaction | 800 | 4.3310 USD |
| Common | Sell Transaction | 537 | 4.3384 USD |
| Common | Sell Transaction | 4,610 | 4.3394 USD |
| Common | Sell Transaction | 5,422 | 4.3397 USD |
| Common | Sell Transaction | 77,509 | 4.3400 USD |
| Common | Sell Transaction | 1,716 | 4.3400 USD |
| Common | Sell Transaction | 2,938 | 4.3403 USD |
| Common | Sell Transaction | 418 | 4.3408 USD |
| Common | Sell Transaction | 1,117 | 4.3416 USD |
| Common | Sell Transaction | 428 | 4.3417 USD |
| Common | Sell Transaction | 2,123 | 4.3425 USD |
| Common | Sell Transaction | 1,886 | 4.3432 USD |
| Common | Sell Transaction | 476 | 4.3434 USD |
| Common | Sell Transaction | 600 | 4.3450 USD |
| Common | Sell Transaction | 1,500 | 4.3460 USD |
| Common | Sell Transaction | 3,389 | 4.3468 USD |
| Common | Sell Transaction | 770 | 4.3473 USD |
| Common | Sell Transaction | 447 | 4.3474 USD |
| Common | Sell Transaction | 519 | 4.3477 USD |
| Common | Sell Transaction | 900 | 4.3489 USD |
| Common | Sell Transaction | 5,558 | 4.3500 USD |
| Common | Sell Transaction | 2,000 | 4.3510 USD |
| Common | Sell Transaction | 4,084 | 4.3510 USD |
| Common | Sell Transaction | 3,153 | 4.3521 USD |
| Common | Sell Transaction | 5,280 | 4.3532 USD |
| Common | Sell Transaction | 800 | 4.3537 USD |
| Common | Sell Transaction | 248 | 4.3539 USD |
| Common | Sell Transaction | 652 | 4.3539 USD |
| Common | Sell Transaction | 466 | 4.3543 USD |
| Common | Sell Transaction | 3,199 | 4.3544 USD |
| Common | Sell Transaction | 1,619 | 4.3545 USD |
| Common | Sell Transaction | 4,770 | 4.3550 USD |
| Common | Sell Transaction | 883 | 4.3550 USD |
| Common | Sell Transaction | 777 | 4.3571 USD |
| Common | Sell Transaction | 265 | 4.3575 USD |
| Common | Sell Transaction | 3,784 | 4.3576 USD |
| Common | Sell Transaction | 68 | 4.3579 USD |
| Common | Sell Transaction | 138 | 4.3580 USD |
| Common | Sell Transaction | 362 | 4.3580 USD |
| Common | Sell Transaction | 2,307 | 4.3581 USD |
| Common | Sell Transaction | 43 | 4.3591 USD |
| Common | Sell Transaction | 2,002 | 4.3600 USD |
| Common | Sell Transaction | 438 | 4.3600 USD |
| Common | Sell Transaction | 433 | 4.3608 USD |
| Common | Sell Transaction | 194 | 4.3608 USD |
| Common | Sell Transaction | 167 | 4.3609 USD |
| Common | Sell Transaction | 627 | 4.3609 USD |
| Common | Sell Transaction | 358 | 4.3616 USD |
| Common | Sell Transaction | 300 | 4.3633 USD |
| Common | Sell Transaction | 56 | 4.3636 USD |
| Common | Sell Transaction | 672 | 4.3650 USD |
| Common | Sell Transaction | 167 | 4.3650 USD |
| Common | Sell Transaction | 111 | 4.3650 USD |
| Common | Sell Transaction | 85 | 4.3651 USD |
| Common | Sell Transaction | 55 | 4.3651 USD |
| Common | Sell Transaction | 851 | 4.3655 USD |
| Common | Sell Transaction | 2,221 | 4.3655 USD |
| Common | Sell Transaction | 469 | 4.3668 USD |
| Common | Sell Transaction | 1,164 | 4.3668 USD |
| Common | Sell Transaction | 2,280 | 4.3669 USD |
| Common | Sell Transaction | 631 | 4.3671 USD |
| Common | Sell Transaction | 1,619 | 4.3671 USD |
| Common | Sell Transaction | 56 | 4.3677 USD |
| Common | Sell Transaction | 220 | 4.3680 USD |
| Common | Sell Transaction | 580 | 4.3682 USD |
| Common | Sell Transaction | 1,007 | 4.3683 USD |
| Common | Sell Transaction | 300 | 4.3683 USD |
| Common | Sell Transaction | 357 | 4.3690 USD |
| Common | Sell Transaction | 34 | 4.3691 USD |
| Common | Sell Transaction | 7,600 | 4.3699 USD |
| Common | Sell Transaction | 3,754 | 4.3700 USD |
| Common | Sell Transaction | 275 | 4.3705 USD |
| Common | Sell Transaction | 725 | 4.3705 USD |
| Common | Sell Transaction | 73 | 4.3726 USD |
| Common | Sell Transaction | 163 | 4.3751 USD |
| Common | Sell Transaction | 53 | 4.3753 USD |
| Common | Sell Transaction | 32 | 4.3769 USD |
| Common | Sell Transaction | 47 | 4.3770 USD |
| Common | Sell Transaction | 267 | 4.3800 USD |
| Common | Sell Transaction | 2,484 | 4.3872 USD |
| Common | Sell Transaction | 0 | 4.3884 USD |
| Common | Sell Transaction | 100 | 4.3900 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 |
| Common | CFD | Reducing long position | 200 | 4.3700 USD |
| Common | CFD | Reducing long position | 1,000 | 4.3800 USD |
(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 | 2025-08-15 | 0.0500 USD |
| Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.1500 USD |
| Common | Call Option | Sell Transaction | 500 | 4.0000 USD | American | 2025-08-15 | 0.4800 USD |
| Common | Call Option | Sell Transaction | 1,000 | 4.0000 USD | American | 2025-08-15 | 0.5000 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: | 5 August 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 | 7.0 USD | American | 17/10/2025 |
| Common | Put Option | Purchased | -12,100 | 3.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 300 | 15.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -8,200 | 6.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -200 | 7.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 1,000 | 3.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 3,000 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -600 | 5.0 USD | American | 19/09/2025 |
| Common | Put Option | Purchased | -13,200 | 3.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -900 | 5.0 USD | American | 17/07/2026 |
| Common | Put Option | Purchased | -900 | 5.0 USD | American | 17/10/2025 |
| Common | Put Option | Purchased | -1,900 | 4.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 43,400 | 6.0 USD | American | 17/10/2025 |
| Common | Call Option | Purchased | 36,200 | 6.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -1,000 | 6.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 18,800 | 4.0 USD | American | 17/10/2025 |
| Common | Call Option | Purchased | 4,900 | 5.0 USD | American | 15/08/2025 |
| Common | Call Option | Purchased | 600 | 5.0 USD | American | 19/09/2025 |
| Common | Call Option | Purchased | 300 | 2.0 USD | American | 17/10/2025 |
| Common | Put Option | Purchased | -201,400 | 4.0 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 5,200 | 6.0 USD | American | 19/09/2025 |
| Common | Put Option | Purchased | -100 | 7.0 USD | American | 17/10/2025 |
| Common | Call Option | Sold | -137,700 | 5.0 USD | American | 17/10/2025 |
| Common | Call Option | Sold | -36,700 | 5.0 USD | American | 17/07/2026 |
| Common | Put Option | Sold | 600 | 3.0 USD | American | 17/10/2025 |
| Common | Call Option | Sold | -48,500 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 2.0 USD | American | 17/07/2026 |
| Common | Call Option | Sold | -1,000 | 7.0 USD | American | 17/07/2026 |
| Common | Call Option | Sold | -100 | 1.0 USD | American | 17/07/2026 |
| Common | Call Option | Sold | -700 | 12.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,400 | 4.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 88,700 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -117,000 | 7.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,400 | 3.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -300 | 3.0 USD | American | 17/07/2026 |
| Common | Call Option | Sold | -2,500 | 4.0 USD | American | 17/07/2026 |
| Common | Call Option | Sold | -3,600 | 4.0 USD | American | 15/08/2025 |
| Common | Call Option | Sold | -2,000 | 3.0 USD | American | 17/10/2025 |
| Common | Call Option | Sold | -2,000 | 10.0 USD | American | 17/07/2026 |
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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