Major Shareholding Notification • Nov 5, 2025
Major Shareholding Notification
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RNS Number : 3268G
Citadel Group
05 November 2025
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 |
4 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.
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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 | 1,796,932 | 1.84 | 444,216 | 0.45 |
| (2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 122,200 | 0.12 | 1,455,900 | 1.49 |
| Total | 1,919,132 | 1.96 | 1,900,116 | 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 relevant security |
Purchase/sale | Number of securities |
Price per unit (Note 5) |
| Common | Buy Transaction | 13 | 18.7500 USD |
| Common | Buy Transaction | 1,998 | 18.7900 USD |
| Common | Buy Transaction | 149 | 18.8200 USD |
| Common | Buy Transaction | 659 | 18.8444 USD |
| Common | Buy Transaction | 200 | 18.8550 USD |
| Common | Buy Transaction | 536 | 18.8559 USD |
| Common | Buy Transaction | 1 | 18.8600 USD |
| Common | Buy Transaction | 36 | 18.8650 USD |
| Common | Buy Transaction | 596 | 18.8700 USD |
| Common | Buy Transaction | 1,203 | 18.8782 USD |
| Common | Buy Transaction | 103 | 18.8800 USD |
| Common | Buy Transaction | 194 | 18.8838 USD |
| Common | Buy Transaction | 28 | 18.8850 USD |
| Common | Buy Transaction | 398 | 18.8851 USD |
| Common | Buy Transaction | 387 | 18.8901 USD |
| Common | Buy Transaction | 712 | 18.8911 USD |
| Common | Buy Transaction | 50 | 18.8950 USD |
| Common | Buy Transaction | 124 | 18.8994 USD |
| Common | Buy Transaction | 8,204 | 18.9000 USD |
| Common | Buy Transaction | 70 | 18.9001 USD |
| Common | Buy Transaction | 24 | 18.9017 USD |
| Common | Buy Transaction | 158 | 18.9024 USD |
| Common | Buy Transaction | 3,464 | 18.9044 USD |
| Common | Buy Transaction | 3,050 | 18.9050 USD |
| Common | Buy Transaction | 1,225 | 18.9050 USD |
| Common | Buy Transaction | 150 | 18.9051 USD |
| Common | Buy Transaction | 25 | 18.9052 USD |
| Common | Buy Transaction | 346 | 18.9072 USD |
| Common | Buy Transaction | 28 | 18.9075 USD |
| Common | Buy Transaction | 234 | 18.9080 USD |
| Common | Buy Transaction | 400 | 18.9088 USD |
| Common | Buy Transaction | 202 | 18.9096 USD |
| Common | Buy Transaction | 5,530 | 18.9100 USD |
| Common | Buy Transaction | 5,097 | 18.9107 USD |
| Common | Buy Transaction | 900 | 18.9110 USD |
| Common | Buy Transaction | 625 | 18.9131 USD |
| Common | Buy Transaction | 1,034 | 18.9147 USD |
| Common | Buy Transaction | 100 | 18.9150 USD |
| Common | Buy Transaction | 499 | 18.9151 USD |
| Common | Buy Transaction | 820 | 18.9151 USD |
| Common | Buy Transaction | 2,546 | 18.9161 USD |
| Common | Buy Transaction | 1,766 | 18.9166 USD |
| Common | Buy Transaction | 16 | 18.9169 USD |
| Common | Buy Transaction | 95 | 18.9178 USD |
| Common | Buy Transaction | 480 | 18.9184 USD |
| Common | Buy Transaction | 2,194 | 18.9200 USD |
| Common | Buy Transaction | 1,500 | 18.9201 USD |
| Common | Buy Transaction | 577 | 18.9216 USD |
| Common | Buy Transaction | 148 | 18.9218 USD |
| Common | Buy Transaction | 195 | 18.9232 USD |
| Common | Buy Transaction | 900 | 18.9250 USD |
| Common | Buy Transaction | 64 | 18.9298 USD |
| Common | Buy Transaction | 275 | 18.9300 USD |
| Common | Buy Transaction | 189 | 18.9317 USD |
| Common | Buy Transaction | 76 | 18.9347 USD |
| Common | Buy Transaction | 100 | 18.9350 USD |
| Common | Buy Transaction | 784 | 18.9364 USD |
| Common | Buy Transaction | 329 | 18.9365 USD |
| Common | Buy Transaction | 101 | 18.9399 USD |
| Common | Buy Transaction | 530 | 18.9400 USD |
| Common | Buy Transaction | 640 | 18.9450 USD |
| Common | Buy Transaction | 511 | 18.9455 USD |
| Common | Buy Transaction | 64 | 18.9462 USD |
| Common | Buy Transaction | 106 | 18.9494 USD |
| Common | Buy Transaction | 230 | 18.9500 USD |
| Common | Sell Transaction | 62 | 18.8148 USD |
| Common | Sell Transaction | 222 | 18.8200 USD |
| Common | Sell Transaction | 792 | 18.8224 USD |
| Common | Sell Transaction | 1,059 | 18.8317 USD |
| Common | Sell Transaction | 57 | 18.8400 USD |
| Common | Sell Transaction | 156 | 18.8451 USD |
| Common | Sell Transaction | 347 | 18.8497 USD |
| Common | Sell Transaction | 922 | 18.8529 USD |
| Common | Sell Transaction | 601 | 18.8800 USD |
| Common | Sell Transaction | 299 | 18.8900 USD |
| Common | Sell Transaction | 197 | 18.8901 USD |
| Common | Sell Transaction | 513 | 18.8966 USD |
| Common | Sell Transaction | 9,585 | 18.9000 USD |
| Common | Sell Transaction | 1,315 | 18.9002 USD |
| Common | Sell Transaction | 33 | 18.9012 USD |
| Common | Sell Transaction | 200 | 18.9017 USD |
| Common | Sell Transaction | 11 | 18.9018 USD |
| Common | Sell Transaction | 181 | 18.9028 USD |
| Common | Sell Transaction | 7 | 18.9029 USD |
| Common | Sell Transaction | 11 | 18.9036 USD |
| Common | Sell Transaction | 548 | 18.9050 USD |
| Common | Sell Transaction | 325 | 18.9050 USD |
| Common | Sell Transaction | 446 | 18.9051 USD |
| Common | Sell Transaction | 14 | 18.9071 USD |
| Common | Sell Transaction | 906 | 18.9072 USD |
| Common | Sell Transaction | 300 | 18.9083 USD |
| Common | Sell Transaction | 681 | 18.9083 USD |
| Common | Sell Transaction | 298 | 18.9084 USD |
| Common | Sell Transaction | 448 | 18.9100 USD |
| Common | Sell Transaction | 2,260 | 18.9101 USD |
| Common | Sell Transaction | 390 | 18.9108 USD |
| Common | Sell Transaction | 94 | 18.9108 USD |
| Common | Sell Transaction | 17 | 18.9109 USD |
| Common | Sell Transaction | 92 | 18.9110 USD |
| Common | Sell Transaction | 1,913 | 18.9117 USD |
| Common | Sell Transaction | 5,903 | 18.9129 USD |
| Common | Sell Transaction | 178 | 18.9150 USD |
| Common | Sell Transaction | 337 | 18.9156 USD |
| Common | Sell Transaction | 2,000 | 18.9160 USD |
| Common | Sell Transaction | 110 | 18.9164 USD |
| Common | Sell Transaction | 96 | 18.9173 USD |
| Common | Sell Transaction | 430 | 18.9173 USD |
| Common | Sell Transaction | 102 | 18.9175 USD |
| Common | Sell Transaction | 1,182 | 18.9182 USD |
| Common | Sell Transaction | 577 | 18.9200 USD |
| Common | Sell Transaction | 200 | 18.9210 USD |
| Common | Sell Transaction | 1,859 | 18.9217 USD |
| Common | Sell Transaction | 6,578 | 18.9227 USD |
| Common | Sell Transaction | 246 | 18.9229 USD |
| Common | Sell Transaction | 657 | 18.9233 USD |
| Common | Sell Transaction | 2,064 | 18.9243 USD |
| Common | Sell Transaction | 100 | 18.9250 USD |
| Common | Sell Transaction | 845 | 18.9259 USD |
| Common | Sell Transaction | 938 | 18.9259 USD |
| Common | Sell Transaction | 2,390 | 18.9267 USD |
| Common | Sell Transaction | 98 | 18.9272 USD |
| Common | Sell Transaction | 20 | 18.9275 USD |
| Common | Sell Transaction | 1,613 | 18.9300 USD |
| Common | Sell Transaction | 156 | 18.9312 USD |
| Common | Sell Transaction | 655 | 18.9319 USD |
| Common | Sell Transaction | 188 | 18.9325 USD |
| Common | Sell Transaction | 2,810 | 18.9350 USD |
| Common | Sell Transaction | 130 | 18.9400 USD |
| Common | Sell Transaction | 957 | 18.9435 USD |
| Common | Sell Transaction | 302 | 18.9450 USD |
| Common | Sell Transaction | 53 | 18.9462 USD |
| Common | Sell Transaction | 2,847 | 18.9499 USD |
| Common | Sell Transaction | 108 | 18.9500 USD |
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(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) |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
| Common | Call Option | Buy Transaction | 100 | 15.0000 USD | American | 2025-11-21 | 3.9200 USD |
| Common | Call Option | Buy Transaction | 500 | 15.0000 USD | American | 2025-12-19 | 4.0000 USD |
| Common | Call Option | Buy Transaction | 1,000 | 10.0000 USD | American | 2026-01-16 | 9.0700 USD |
| Common | Call Option | Buy Transaction | 200 | 10.0000 USD | American | 2026-01-16 | 9.0800 USD |
| Common | Call Option | Sell Transaction | 200 | 15.0000 USD | American | 2025-11-21 | 3.9000 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) |
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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 | 5 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.
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SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS 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 to which option or derivative relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
| Common | Put Option | Purchased | -3,800 | 15.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | 0 | 20.0 USD | American | 21/11/2025 |
| Common | Put Option | Purchased | 0 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 24,200 | 22.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -1,000 | 25.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 3,100 | 25.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -2,900 | 7.5 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -100 | 7.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -4,700 | 15.0 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -45,000 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -100 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 900 | 7.5 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -3,100 | 12.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -60,700 | 15.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -4,600 | 12.5 USD | American | 21/11/2025 |
| Common | Put Option | Purchased | -100 | 15.0 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 5,100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -300 | 15.0 USD | American | 21/11/2025 |
| Common | Call Option | Purchased | 7,200 | 7.5 USD | American | 21/11/2025 |
| Common | Put Option | Purchased | 0 | 10.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 200 | 22.5 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -1,000 | 17.5 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 0 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 2,200 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 5,800 | 22.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 200 | 25.0 USD | American | 21/11/2025 |
| Common | Call Option | Purchased | 5,600 | 12.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -200 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -4,400 | 22.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -1,700 | 30.0 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -35,400 | 5.0 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 4,400 | 17.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 24,900 | 7.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 11,800 | 17.5 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -33,500 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -800 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -2,100 | 12.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -219,200 | 12.5 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -9,600 | 7.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 8,200 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -44,000 | 20.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -150,600 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -52,000 | 15.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -184,000 | 10.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 35.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,700 | 25.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 100 | 10.0 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -1,900 | 17.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 5,400 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -5,400 | 20.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -2,300 | 30.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,200 | 20.0 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 9,000 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -65,900 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -6,200 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -31,700 | 15.0 USD | American | 21/11/2025 |
| Common | Put Option | Sold | 1,900 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -10,100 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -3,400 | 22.5 USD | American | 21/11/2025 |
| Common | Put Option | Sold | 1,600 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -227,600 | 17.5 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -7,600 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -100 | 25.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 400 | 20.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -14,400 | 10.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -10,700 | 7.5 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -30,000 | 15.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -165,900 | 20.0 USD | American | 21/11/2025 |
| Common | Call Option | Sold | -4,800 | 17.5 USD | American | 15/01/2027 |
3. AGREEMENTS TO PURCHASE OR SELL
| Full details should be given so that the nature of the interest or position can be fully understood: |
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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.
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