Major Shareholding Notification • Nov 26, 2025
Major Shareholding Notification
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RNS Number : 1257J
Citadel Group
26 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 |
25 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 | 1,469,317 | 1.50 | 317,885 | 0.32 |
| (2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 161,800 | 0.16 | 785,300 | 0.80 |
| Total | 1,631,117 | 1.67 | 1,103,185 | 1.12 |
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 | 856 | 22.8821 USD |
| Common | Buy Transaction | 215 | 22.8937 USD |
| Common | Buy Transaction | 166 | 22.9000 USD |
| Common | Buy Transaction | 400 | 22.9050 USD |
| Common | Buy Transaction | 131 | 22.9100 USD |
| Common | Buy Transaction | 22,562 | 22.9184 USD |
| Common | Buy Transaction | 1,491 | 22.9199 USD |
| Common | Buy Transaction | 148 | 22.9200 USD |
| Common | Buy Transaction | 4,454 | 22.9211 USD |
| Common | Buy Transaction | 16 | 22.9225 USD |
| Common | Buy Transaction | 39 | 22.9246 USD |
| Common | Buy Transaction | 25 | 22.9248 USD |
| Common | Buy Transaction | 232 | 22.9250 USD |
| Common | Buy Transaction | 19 | 22.9253 USD |
| Common | Buy Transaction | 188 | 22.9259 USD |
| Common | Buy Transaction | 5 | 22.9260 USD |
| Common | Buy Transaction | 100 | 22.9284 USD |
| Common | Buy Transaction | 300 | 22.9285 USD |
| Common | Buy Transaction | 40 | 22.9288 USD |
| Common | Buy Transaction | 3,718 | 22.9296 USD |
| Common | Buy Transaction | 18,375 | 22.9300 USD |
| Common | Buy Transaction | 804 | 22.9302 USD |
| Common | Buy Transaction | 416 | 22.9322 USD |
| Common | Buy Transaction | 38 | 22.9324 USD |
| Common | Buy Transaction | 124 | 22.9324 USD |
| Common | Buy Transaction | 163 | 22.9339 USD |
| Common | Buy Transaction | 611 | 22.9345 USD |
| Common | Buy Transaction | 660 | 22.9345 USD |
| Common | Buy Transaction | 16 | 22.9350 USD |
| Common | Buy Transaction | 175 | 22.9366 USD |
| Common | Buy Transaction | 537 | 22.9370 USD |
| Common | Buy Transaction | 51 | 22.9390 USD |
| Common | Buy Transaction | 269 | 22.9400 USD |
| Common | Buy Transaction | 101 | 22.9402 USD |
| Common | Buy Transaction | 776 | 22.9403 USD |
| Common | Buy Transaction | 47 | 22.9406 USD |
| Common | Buy Transaction | 101 | 22.9428 USD |
| Common | Buy Transaction | 3 | 22.9433 USD |
| Common | Buy Transaction | 428 | 22.9445 USD |
| Common | Buy Transaction | 12 | 22.9458 USD |
| Common | Buy Transaction | 459 | 22.9462 USD |
| Common | Buy Transaction | 333 | 22.9463 USD |
| Common | Buy Transaction | 250 | 22.9480 USD |
| Common | Buy Transaction | 200 | 22.9498 USD |
| Common | Buy Transaction | 1,013 | 22.9498 USD |
| Common | Buy Transaction | 101 | 22.9499 USD |
| Common | Buy Transaction | 4,258 | 22.9500 USD |
| Common | Buy Transaction | 2,176 | 22.9501 USD |
| Common | Buy Transaction | 1,833 | 22.9518 USD |
| Common | Buy Transaction | 213 | 22.9519 USD |
| Common | Buy Transaction | 214 | 22.9526 USD |
| Common | Buy Transaction | 305 | 22.9531 USD |
| Common | Buy Transaction | 106 | 22.9550 USD |
| Common | Buy Transaction | 603 | 22.9590 USD |
| Common | Buy Transaction | 251 | 22.9600 USD |
| Common | Buy Transaction | 52 | 22.9619 USD |
| Common | Buy Transaction | 5 | 22.9660 USD |
| Common | Buy Transaction | 935 | 22.9686 USD |
| Common | Buy Transaction | 1,434 | 22.9700 USD |
| Common | Buy Transaction | 42 | 22.9705 USD |
| Common | Buy Transaction | 38 | 22.9750 USD |
| Common | Buy Transaction | 216 | 22.9770 USD |
| Common | Buy Transaction | 891 | 22.9900 USD |
| Common | Buy Transaction | 800 | 22.9950 USD |
| Common | Sell Transaction | 2,100 | 22.8900 USD |
| Common | Sell Transaction | 2,500 | 22.9000 USD |
| Common | Sell Transaction | 810 | 22.9062 USD |
| Common | Sell Transaction | 205 | 22.9150 USD |
| Common | Sell Transaction | 2 | 22.9200 USD |
| Common | Sell Transaction | 200 | 22.9250 USD |
| Common | Sell Transaction | 446 | 22.9253 USD |
| Common | Sell Transaction | 350 | 22.9268 USD |
| Common | Sell Transaction | 254 | 22.9279 USD |
| Common | Sell Transaction | 46 | 22.9283 USD |
| Common | Sell Transaction | 88 | 22.9298 USD |
| Common | Sell Transaction | 18,544 | 22.9300 USD |
| Common | Sell Transaction | 261 | 22.9303 USD |
| Common | Sell Transaction | 637 | 22.9342 USD |
| Common | Sell Transaction | 465 | 22.9343 USD |
| Common | Sell Transaction | 4 | 22.9350 USD |
| Common | Sell Transaction | 1,362 | 22.9375 USD |
| Common | Sell Transaction | 476 | 22.9400 USD |
| Common | Sell Transaction | 78 | 22.9412 USD |
| Common | Sell Transaction | 129 | 22.9414 USD |
| Common | Sell Transaction | 262 | 22.9418 USD |
| Common | Sell Transaction | 58 | 22.9431 USD |
| Common | Sell Transaction | 886 | 22.9474 USD |
| Common | Sell Transaction | 310 | 22.9494 USD |
| Common | Sell Transaction | 1,034 | 22.9495 USD |
| Common | Sell Transaction | 5,204 | 22.9500 USD |
| Common | Sell Transaction | 139 | 22.9502 USD |
| Common | Sell Transaction | 1,225 | 22.9506 USD |
| Common | Sell Transaction | 551 | 22.9509 USD |
| Common | Sell Transaction | 200 | 22.9510 USD |
| Common | Sell Transaction | 442 | 22.9511 USD |
| Common | Sell Transaction | 300 | 22.9550 USD |
| Common | Sell Transaction | 7 | 22.9557 USD |
| Common | Sell Transaction | 400 | 22.9575 USD |
| Common | Sell Transaction | 103 | 22.9588 USD |
| Common | Sell Transaction | 3 | 22.9600 USD |
| Common | Sell Transaction | 650 | 22.9654 USD |
| Common | Sell Transaction | 2 | 22.9700 USD |
| Common | Sell Transaction | 654 | 22.9737 USD |
| Common | Sell Transaction | 634 | 22.9765 USD |
| Common | Sell Transaction | 579 | 22.9778 USD |
| Common | Sell Transaction | 493 | 22.9789 USD |
| Common | Sell Transaction | 512 | 22.9800 USD |
| Common | Sell Transaction | 6 | 22.9867 USD |
Ap29
(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 | Sell Transaction | 2,500 | 25.0000 USD | American | 2025-12-19 | 0.2000 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) |
Ap30
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 | 26 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.
Ap32
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 | Call Option | Purchased | 0 | 5.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -2,900 | 7.5 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -1,000 | 25.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | 0 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 3,000 | 25.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -1,000 | 17.5 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 5,600 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 5,100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -200 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 24,200 | 22.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 4,200 | 17.5 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | 0 | 10.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -3,800 | 15.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -4,700 | 15.0 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 100 | 22.5 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -100 | 7.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -100 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 5,800 | 22.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 2,200 | 20.0 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | -44,400 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -60,700 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -100 | 15.0 USD | American | 15/01/2027 |
| 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 | Sold | 4,400 | 17.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -30,000 | 15.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -100 | 30.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 4,800 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -10,200 | 7.5 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -4,300 | 22.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -2,100 | 12.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -6,200 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -46,200 | 20.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -13,500 | 10.0 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 400 | 20.0 USD | American | 20/03/2026 |
| Common | Put Option | Sold | 1,900 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -700 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -183,200 | 10.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -2,600 | 30.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 59,000 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -65,900 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,700 | 25.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 24,900 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -150,600 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -5,100 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -5,400 | 20.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -4,800 | 17.5 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -34,200 | 5.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -100 | 20.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -6,800 | 25.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -10,000 | 17.5 USD | American | 20/03/2026 |
| Common | Put Option | Sold | 1,600 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -31,800 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -9,600 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -38,000 | 15.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -100 | 35.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 8,200 | 10.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 5,500 | 12.5 USD | American | 16/01/2026 |
3. AGREEMENTS TO PURCHASE OR SELL
| Full details should be given so that the nature of the interest or position can be fully understood: |
Ap33
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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