Major Shareholding Notification • Dec 2, 2025
Major Shareholding Notification
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RNS Number : 9027J
Citadel Group
02 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 |
1 December 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.
Ap28
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 | 972,622 | 0.99 | 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 | 783,000 | 0.80 |
| Total | 1,135,022 | 1.16 | 1,100,885 | 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 | 775 | 21.3650 USD |
| Common | Buy Transaction | 11 | 21.3700 USD |
| Common | Buy Transaction | 16 | 21.3719 USD |
| Common | Buy Transaction | 156 | 21.3732 USD |
| Common | Buy Transaction | 6 | 21.3767 USD |
| Common | Buy Transaction | 13 | 21.3831 USD |
| Common | Buy Transaction | 1,590 | 21.3907 USD |
| Common | Buy Transaction | 609 | 21.3923 USD |
| Common | Buy Transaction | 22 | 21.3959 USD |
| Common | Buy Transaction | 207 | 21.3971 USD |
| Common | Buy Transaction | 7 | 21.4000 USD |
| Common | Buy Transaction | 57 | 21.4037 USD |
| Common | Buy Transaction | 1,191 | 21.4039 USD |
| Common | Buy Transaction | 5 | 21.4040 USD |
| Common | Buy Transaction | 71 | 21.4072 USD |
| Common | Buy Transaction | 1,096 | 21.4079 USD |
| Common | Buy Transaction | 475 | 21.4100 USD |
| Common | Buy Transaction | 300 | 21.4101 USD |
| Common | Buy Transaction | 68 | 21.4115 USD |
| Common | Buy Transaction | 500 | 21.4120 USD |
| Common | Buy Transaction | 73 | 21.4127 USD |
| Common | Buy Transaction | 141 | 21.4131 USD |
| Common | Buy Transaction | 389 | 21.4150 USD |
| Common | Buy Transaction | 246 | 21.4151 USD |
| Common | Buy Transaction | 61 | 21.4151 USD |
| Common | Buy Transaction | 118 | 21.4152 USD |
| Common | Buy Transaction | 1,548 | 21.4152 USD |
| Common | Buy Transaction | 279 | 21.4156 USD |
| Common | Buy Transaction | 1,665 | 21.4165 USD |
| Common | Buy Transaction | 31 | 21.4168 USD |
| Common | Buy Transaction | 1,979 | 21.4175 USD |
| Common | Buy Transaction | 200 | 21.4175 USD |
| Common | Buy Transaction | 2,646 | 21.4183 USD |
| Common | Buy Transaction | 285 | 21.4185 USD |
| Common | Buy Transaction | 4,211 | 21.4186 USD |
| Common | Buy Transaction | 167 | 21.4187 USD |
| Common | Buy Transaction | 1,346 | 21.4189 USD |
| Common | Buy Transaction | 3,159 | 21.4197 USD |
| Common | Buy Transaction | 806 | 21.4200 USD |
| Common | Buy Transaction | 10,177 | 21.4200 USD |
| Common | Buy Transaction | 1,600 | 21.4225 USD |
| Common | Buy Transaction | 80 | 21.4250 USD |
| Common | Buy Transaction | 2,866 | 21.4279 USD |
| Common | Buy Transaction | 645 | 21.4334 USD |
| Common | Buy Transaction | 1,142 | 21.4335 USD |
| Common | Buy Transaction | 503 | 21.4365 USD |
| Common | Buy Transaction | 250 | 21.4380 USD |
| Common | Buy Transaction | 593 | 21.4390 USD |
| Common | Buy Transaction | 1,245 | 21.4400 USD |
| Common | Buy Transaction | 235 | 21.4404 USD |
| Common | Buy Transaction | 50 | 21.4416 USD |
| Common | Buy Transaction | 18 | 21.4433 USD |
| Common | Buy Transaction | 630 | 21.4435 USD |
| Common | Buy Transaction | 137 | 21.4436 USD |
| Common | Buy Transaction | 2,029 | 21.4437 USD |
| Common | Buy Transaction | 162 | 21.4438 USD |
| Common | Buy Transaction | 5 | 21.4440 USD |
| Common | Buy Transaction | 46 | 21.4450 USD |
| Common | Buy Transaction | 2,966 | 21.4452 USD |
| Common | Buy Transaction | 22 | 21.4455 USD |
| Common | Buy Transaction | 3,220 | 21.4476 USD |
| Common | Buy Transaction | 780 | 21.4491 USD |
| Common | Buy Transaction | 566 | 21.4500 USD |
| Common | Buy Transaction | 600 | 21.4501 USD |
| Common | Buy Transaction | 187 | 21.4501 USD |
| Common | Buy Transaction | 93 | 21.4501 USD |
| Common | Buy Transaction | 88 | 21.4501 USD |
| Common | Buy Transaction | 4,609 | 21.4527 USD |
| Common | Buy Transaction | 303 | 21.4533 USD |
| Common | Buy Transaction | 260 | 21.4535 USD |
| Common | Buy Transaction | 32 | 21.4550 USD |
| Common | Buy Transaction | 300 | 21.4551 USD |
| Common | Buy Transaction | 68 | 21.4551 USD |
| Common | Buy Transaction | 100 | 21.4600 USD |
| Common | Buy Transaction | 435 | 21.4628 USD |
| Common | Buy Transaction | 371 | 21.4646 USD |
| Common | Buy Transaction | 1,730 | 21.4647 USD |
| Common | Buy Transaction | 477 | 21.4666 USD |
| Common | Buy Transaction | 3,897 | 21.4693 USD |
| Common | Buy Transaction | 294 | 21.4700 USD |
| Common | Buy Transaction | 580 | 21.4714 USD |
| Common | Buy Transaction | 1,047 | 21.4714 USD |
| Common | Buy Transaction | 200 | 21.4750 USD |
| Common | Buy Transaction | 136 | 21.4882 USD |
| Common | Buy Transaction | 150 | 21.4900 USD |
| Common | Buy Transaction | 551 | 21.5000 USD |
| Common | Buy Transaction | 739 | 21.5500 USD |
| Common | Buy Transaction | 30 | 21.5600 USD |
| Common | Sell Transaction | 258 | 21.3800 USD |
| Common | Sell Transaction | 250 | 21.3900 USD |
| Common | Sell Transaction | 3,012 | 21.3950 USD |
| Common | Sell Transaction | 49 | 21.3951 USD |
| Common | Sell Transaction | 131 | 21.3963 USD |
| Common | Sell Transaction | 1,320 | 21.3995 USD |
| Common | Sell Transaction | 84 | 21.4000 USD |
| Common | Sell Transaction | 146 | 21.4026 USD |
| Common | Sell Transaction | 32 | 21.4031 USD |
| Common | Sell Transaction | 163 | 21.4057 USD |
| Common | Sell Transaction | 44 | 21.4100 USD |
| Common | Sell Transaction | 517 | 21.4117 USD |
| Common | Sell Transaction | 1,013 | 21.4138 USD |
| Common | Sell Transaction | 7,264 | 21.4150 USD |
| Common | Sell Transaction | 1,495 | 21.4162 USD |
| Common | Sell Transaction | 9 | 21.4167 USD |
| Common | Sell Transaction | 390 | 21.4169 USD |
| Common | Sell Transaction | 4,635 | 21.4170 USD |
| Common | Sell Transaction | 110 | 21.4173 USD |
| Common | Sell Transaction | 450 | 21.4180 USD |
| Common | Sell Transaction | 604 | 21.4181 USD |
| Common | Sell Transaction | 1,442 | 21.4185 USD |
| Common | Sell Transaction | 7,620 | 21.4200 USD |
| Common | Sell Transaction | 10,558 | 21.4210 USD |
| Common | Sell Transaction | 384 | 21.4213 USD |
| Common | Sell Transaction | 31 | 21.4216 USD |
| Common | Sell Transaction | 4,312 | 21.4230 USD |
| Common | Sell Transaction | 506 | 21.4233 USD |
| Common | Sell Transaction | 227 | 21.4236 USD |
| Common | Sell Transaction | 820 | 21.4245 USD |
| Common | Sell Transaction | 589 | 21.4255 USD |
| Common | Sell Transaction | 505 | 21.4260 USD |
| Common | Sell Transaction | 11 | 21.4264 USD |
| Common | Sell Transaction | 1,117 | 21.4300 USD |
| Common | Sell Transaction | 576 | 21.4312 USD |
| Common | Sell Transaction | 2,716 | 21.4335 USD |
| Common | Sell Transaction | 2 | 21.4350 USD |
| Common | Sell Transaction | 800 | 21.4375 USD |
| Common | Sell Transaction | 153 | 21.4393 USD |
| Common | Sell Transaction | 601 | 21.4400 USD |
| Common | Sell Transaction | 130 | 21.4431 USD |
| Common | Sell Transaction | 360 | 21.4441 USD |
| Common | Sell Transaction | 404 | 21.4450 USD |
| Common | Sell Transaction | 7 | 21.4471 USD |
| Common | Sell Transaction | 644 | 21.4487 USD |
| Common | Sell Transaction | 3,424 | 21.4500 USD |
| Common | Sell Transaction | 132 | 21.4512 USD |
| Common | Sell Transaction | 300 | 21.4517 USD |
| Common | Sell Transaction | 573 | 21.4523 USD |
| Common | Sell Transaction | 30 | 21.4550 USD |
| Common | Sell Transaction | 1 | 21.4600 USD |
| Common | Sell Transaction | 1,603 | 21.4601 USD |
| Common | Sell Transaction | 18 | 21.4650 USD |
| Common | Sell Transaction | 101 | 21.4700 USD |
| Common | Sell Transaction | 66 | 21.5300 USD |
| Common | Sell Transaction | 30 | 21.5600 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 | Buy Transaction | 200 | 10.0000 USD | American | 2026-01-16 | 11.5000 USD |
| Common | Call Option | Sell Transaction | 500 | 22.5000 USD | American | 2025-12-19 | 0.0900 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 | 2 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 | Call Option | Purchased | 900 | 7.5 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 24,200 | 22.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -3,100 | 12.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -100 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -60,700 | 15.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -2,900 | 7.5 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 5,600 | 12.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -44,400 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -3,800 | 15.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | 0 | 10.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 5,100 | 15.0 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 3,000 | 25.0 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 0 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Purchased | 4,200 | 17.5 USD | American | 16/01/2026 |
| 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 | -1,000 | 17.5 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | 0 | 12.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -200 | 17.5 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -900 | 25.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 5,800 | 22.5 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -100 | 7.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 2,200 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Sold | -183,000 | 10.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -4,900 | 22.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -65,900 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -4,800 | 17.5 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 24,900 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -13,500 | 10.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -100 | 30.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -30,000 | 15.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -38,000 | 15.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -6,200 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -6,800 | 25.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -5,400 | 20.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -1,700 | 25.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 59,000 | 5.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 1,600 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -9,600 | 7.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -31,800 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -46,200 | 20.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 2,000 | 17.5 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 8,200 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -700 | 20.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 5,300 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -10,200 | 7.5 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -2,100 | 12.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -10,000 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -148,000 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 35.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 5,500 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -34,200 | 5.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -2,600 | 30.0 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 4,400 | 17.5 USD | American | 16/01/2026 |
| 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 | Call Option | Sold | -5,100 | 10.0 USD | American | 19/12/2025 |
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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