Major Shareholding Notification • Dec 1, 2025
Major Shareholding Notification
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RNS Number : 7072J
Citadel Group
01 December 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 |
28 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 | 961,622 | 0.98 | 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 | 162,400 | 0.16 | 782,700 | 0.80 |
| Total | 1,124,022 | 1.15 | 1,100,585 | 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 | 1,457 | 21.4200 USD |
| Common | Buy Transaction | 5 | 21.4260 USD |
| Common | Buy Transaction | 27 | 21.4400 USD |
| Common | Buy Transaction | 90 | 21.4500 USD |
| Common | Buy Transaction | 58 | 21.4509 USD |
| Common | Buy Transaction | 3,815 | 21.4523 USD |
| Common | Buy Transaction | 372 | 21.4550 USD |
| Common | Buy Transaction | 139 | 21.4550 USD |
| Common | Buy Transaction | 1,097 | 21.4588 USD |
| Common | Buy Transaction | 184 | 21.4591 USD |
| Common | Buy Transaction | 14 | 21.4600 USD |
| Common | Buy Transaction | 197 | 21.4650 USD |
| Common | Buy Transaction | 457 | 21.4664 USD |
| Common | Buy Transaction | 72 | 21.4700 USD |
| Common | Buy Transaction | 9 | 21.4733 USD |
| Common | Buy Transaction | 13 | 21.4738 USD |
| Common | Buy Transaction | 847 | 21.4777 USD |
| Common | Buy Transaction | 650 | 21.4777 USD |
| Common | Buy Transaction | 105 | 21.4785 USD |
| Common | Buy Transaction | 9,403 | 21.4792 USD |
| Common | Buy Transaction | 1,301 | 21.4800 USD |
| Common | Buy Transaction | 792 | 21.4800 USD |
| Common | Buy Transaction | 149 | 21.4801 USD |
| Common | Buy Transaction | 674 | 21.4813 USD |
| Common | Buy Transaction | 188 | 21.4819 USD |
| Common | Buy Transaction | 2 | 21.4850 USD |
| Common | Buy Transaction | 63 | 21.4851 USD |
| Common | Buy Transaction | 729 | 21.4851 USD |
| Common | Buy Transaction | 608 | 21.4880 USD |
| Common | Buy Transaction | 420 | 21.4889 USD |
| Common | Buy Transaction | 5,693 | 21.4897 USD |
| Common | Buy Transaction | 2,676 | 21.4900 USD |
| Common | Buy Transaction | 4 | 21.4950 USD |
| Common | Buy Transaction | 683 | 21.4952 USD |
| Common | Buy Transaction | 1,244 | 21.4965 USD |
| Common | Buy Transaction | 4,244 | 21.5000 USD |
| Common | Buy Transaction | 1,951 | 21.5023 USD |
| Common | Buy Transaction | 35 | 21.5051 USD |
| Common | Buy Transaction | 132 | 21.5100 USD |
| Common | Buy Transaction | 549 | 21.5101 USD |
| Common | Buy Transaction | 293 | 21.5120 USD |
| Common | Buy Transaction | 1,289 | 21.5139 USD |
| Common | Buy Transaction | 24 | 21.5150 USD |
| Common | Buy Transaction | 813 | 21.5200 USD |
| Common | Buy Transaction | 177 | 21.5202 USD |
| Common | Buy Transaction | 396 | 21.5212 USD |
| Common | Buy Transaction | 135 | 21.5236 USD |
| Common | Buy Transaction | 36 | 21.5358 USD |
| Common | Buy Transaction | 102 | 21.5398 USD |
| Common | Buy Transaction | 1 | 21.5400 USD |
| Common | Buy Transaction | 800 | 21.5612 USD |
| Common | Sell Transaction | 344 | 21.4100 USD |
| Common | Sell Transaction | 1,400 | 21.4150 USD |
| Common | Sell Transaction | 419 | 21.4200 USD |
| Common | Sell Transaction | 374 | 21.4220 USD |
| Common | Sell Transaction | 125 | 21.4248 USD |
| Common | Sell Transaction | 201 | 21.4251 USD |
| Common | Sell Transaction | 286 | 21.4298 USD |
| Common | Sell Transaction | 549 | 21.4300 USD |
| Common | Sell Transaction | 143 | 21.4308 USD |
| Common | Sell Transaction | 350 | 21.4310 USD |
| Common | Sell Transaction | 119 | 21.4312 USD |
| Common | Sell Transaction | 14 | 21.4350 USD |
| Common | Sell Transaction | 79 | 21.4351 USD |
| Common | Sell Transaction | 263 | 21.4486 USD |
| Common | Sell Transaction | 50 | 21.4500 USD |
| Common | Sell Transaction | 300 | 21.4517 USD |
| Common | Sell Transaction | 200 | 21.4525 USD |
| Common | Sell Transaction | 273 | 21.4578 USD |
| Common | Sell Transaction | 370 | 21.4600 USD |
| Common | Sell Transaction | 300 | 21.4667 USD |
| Common | Sell Transaction | 218 | 21.4694 USD |
| Common | Sell Transaction | 449 | 21.4700 USD |
| Common | Sell Transaction | 210 | 21.4710 USD |
| Common | Sell Transaction | 900 | 21.4739 USD |
| Common | Sell Transaction | 650 | 21.4777 USD |
| Common | Sell Transaction | 108 | 21.4783 USD |
| Common | Sell Transaction | 709 | 21.4787 USD |
| Common | Sell Transaction | 240 | 21.4794 USD |
| Common | Sell Transaction | 823 | 21.4800 USD |
| Common | Sell Transaction | 104 | 21.4804 USD |
| Common | Sell Transaction | 911 | 21.4811 USD |
| Common | Sell Transaction | 120 | 21.4812 USD |
| Common | Sell Transaction | 200 | 21.4825 USD |
| Common | Sell Transaction | 102 | 21.4850 USD |
| Common | Sell Transaction | 602 | 21.4853 USD |
| Common | Sell Transaction | 26 | 21.4854 USD |
| Common | Sell Transaction | 34 | 21.4856 USD |
| Common | Sell Transaction | 500 | 21.4860 USD |
| Common | Sell Transaction | 78 | 21.4869 USD |
| Common | Sell Transaction | 1,045 | 21.4873 USD |
| Common | Sell Transaction | 5,354 | 21.4900 USD |
| Common | Sell Transaction | 500 | 21.4950 USD |
| Common | Sell Transaction | 400 | 21.4975 USD |
| Common | Sell Transaction | 1,004 | 21.4999 USD |
| Common | Sell Transaction | 507 | 21.5000 USD |
| Common | Sell Transaction | 705 | 21.5013 USD |
| Common | Sell Transaction | 4 | 21.5075 USD |
| Common | Sell Transaction | 1 | 21.5100 USD |
| Common | Sell Transaction | 1,419 | 21.5150 USD |
| Common | Sell Transaction | 2,395 | 21.5272 USD |
| Common | Sell Transaction | 24 | 21.5362 USD |
| Common | Sell Transaction | 2 | 21.8100 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 | Sell Transaction | 100 | 22.5000 USD | American | 2025-12-19 | 0.1000 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 | 1 December 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 | Put Option | Purchased | -44,400 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -100 | 7.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 5,100 | 15.0 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 5,600 | 12.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -3,100 | 12.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -1,000 | 17.5 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | -3,800 | 15.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 24,200 | 22.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 2,200 | 20.0 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | -900 | 25.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 4,200 | 17.5 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 900 | 7.5 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -200 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 0 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 3,000 | 25.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -2,900 | 7.5 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 5,800 | 22.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -60,700 | 15.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -100 | 20.0 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | -4,700 | 15.0 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | 0 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 100 | 22.5 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | 0 | 10.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -4,400 | 22.5 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 2,000 | 17.5 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 1,600 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -38,000 | 15.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 4,400 | 17.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 35.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -31,800 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -34,200 | 5.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -148,000 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -9,600 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -46,200 | 20.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -700 | 20.0 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 | -2,600 | 30.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -10,200 | 7.5 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 5,300 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -5,100 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -10,000 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -100 | 20.0 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 400 | 20.0 USD | American | 20/03/2026 |
| Common | Put Option | Sold | 8,200 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -6,200 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -30,000 | 15.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -65,900 | 12.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 5,500 | 12.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 24,900 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 30.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 59,000 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -6,800 | 25.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -183,200 | 10.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -1,700 | 25.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -13,500 | 10.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -2,100 | 12.5 USD | American | 20/03/2026 |
3. AGREEMENTS TO PURCHASE OR SELL
| Full details should be given so that the nature of the interest or position can be fully understood: |
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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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