Major Shareholding Notification • Dec 17, 2025
Major Shareholding Notification
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RNS Number : 9336L
Citadel Group
17 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 |
16 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.
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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 | 924,604 | 0.94 | 209,053 | 0.21 |
| (2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 254,900 | 0.25 | 783,900 | 0.79 |
| Total | 1,179,504 | 1.20 | 992,953 | 1.01 |
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 | 2 | 21.3600 USD |
| Common | Buy Transaction | 2,449 | 21.3623 USD |
| Common | Buy Transaction | 32 | 21.3650 USD |
| Common | Buy Transaction | 5,076 | 21.3691 USD |
| Common | Buy Transaction | 65 | 21.3696 USD |
| Common | Buy Transaction | 8,999 | 21.3700 USD |
| Common | Buy Transaction | 446 | 21.3701 USD |
| Common | Buy Transaction | 1,824 | 21.3710 USD |
| Common | Buy Transaction | 573 | 21.3712 USD |
| Common | Buy Transaction | 469 | 21.3713 USD |
| Common | Buy Transaction | 442 | 21.3717 USD |
| Common | Buy Transaction | 196 | 21.3724 USD |
| Common | Buy Transaction | 785 | 21.3729 USD |
| Common | Buy Transaction | 831 | 21.3731 USD |
| Common | Buy Transaction | 9 | 21.3733 USD |
| Common | Buy Transaction | 1,400 | 21.3743 USD |
| Common | Buy Transaction | 608 | 21.3750 USD |
| Common | Buy Transaction | 102 | 21.3751 USD |
| Common | Buy Transaction | 67 | 21.3752 USD |
| Common | Buy Transaction | 665 | 21.3752 USD |
| Common | Buy Transaction | 556 | 21.3754 USD |
| Common | Buy Transaction | 1,334 | 21.3755 USD |
| Common | Buy Transaction | 389 | 21.3761 USD |
| Common | Buy Transaction | 183 | 21.3762 USD |
| Common | Buy Transaction | 257 | 21.3764 USD |
| Common | Buy Transaction | 6,551 | 21.3765 USD |
| Common | Buy Transaction | 50 | 21.3766 USD |
| Common | Buy Transaction | 152 | 21.3766 USD |
| Common | Buy Transaction | 249 | 21.3772 USD |
| Common | Buy Transaction | 3,990 | 21.3773 USD |
| Common | Buy Transaction | 18 | 21.3778 USD |
| Common | Buy Transaction | 1,064 | 21.3782 USD |
| Common | Buy Transaction | 391 | 21.3783 USD |
| Common | Buy Transaction | 600 | 21.3783 USD |
| Common | Buy Transaction | 720 | 21.3786 USD |
| Common | Buy Transaction | 565 | 21.3791 USD |
| Common | Buy Transaction | 391 | 21.3794 USD |
| Common | Buy Transaction | 12,338 | 21.3797 USD |
| Common | Buy Transaction | 2,177 | 21.3797 USD |
| Common | Buy Transaction | 3,669 | 21.3800 USD |
| Common | Buy Transaction | 136 | 21.3816 USD |
| Common | Buy Transaction | 235 | 21.3826 USD |
| Common | Buy Transaction | 30 | 21.3830 USD |
| Common | Buy Transaction | 145 | 21.3843 USD |
| Common | Buy Transaction | 14 | 21.3850 USD |
| Common | Buy Transaction | 39 | 21.3851 USD |
| Common | Buy Transaction | 39 | 21.3854 USD |
| Common | Buy Transaction | 199 | 21.3860 USD |
| Common | Buy Transaction | 282 | 21.3865 USD |
| Common | Buy Transaction | 115 | 21.3870 USD |
| Common | Buy Transaction | 6,362 | 21.3900 USD |
| Common | Buy Transaction | 1,000 | 21.3910 USD |
| Common | Buy Transaction | 607 | 21.3971 USD |
| Common | Buy Transaction | 300 | 21.4033 USD |
| Common | Buy Transaction | 1,200 | 21.4174 USD |
| Common | Sell Transaction | 148 | 21.3600 USD |
| Common | Sell Transaction | 18 | 21.3650 USD |
| Common | Sell Transaction | 148 | 21.3685 USD |
| Common | Sell Transaction | 616 | 21.3697 USD |
| Common | Sell Transaction | 4,906 | 21.3700 USD |
| Common | Sell Transaction | 14,915 | 21.3700 USD |
| Common | Sell Transaction | 3,800 | 21.3703 USD |
| Common | Sell Transaction | 1,600 | 21.3712 USD |
| Common | Sell Transaction | 7 | 21.3729 USD |
| Common | Sell Transaction | 1,083 | 21.3733 USD |
| Common | Sell Transaction | 3 | 21.3733 USD |
| Common | Sell Transaction | 22 | 21.3734 USD |
| Common | Sell Transaction | 1,023 | 21.3736 USD |
| Common | Sell Transaction | 900 | 21.3750 USD |
| Common | Sell Transaction | 901 | 21.3750 USD |
| Common | Sell Transaction | 605 | 21.3750 USD |
| Common | Sell Transaction | 93 | 21.3751 USD |
| Common | Sell Transaction | 15 | 21.3767 USD |
| Common | Sell Transaction | 13 | 21.3769 USD |
| Common | Sell Transaction | 1,000 | 21.3780 USD |
| Common | Sell Transaction | 112 | 21.3785 USD |
| Common | Sell Transaction | 9,008 | 21.3790 USD |
| Common | Sell Transaction | 1,399 | 21.3791 USD |
| Common | Sell Transaction | 8,231 | 21.3799 USD |
| Common | Sell Transaction | 4,395 | 21.3799 USD |
| Common | Sell Transaction | 9,547 | 21.3799 USD |
| Common | Sell Transaction | 76 | 21.3800 USD |
| Common | Sell Transaction | 2,685 | 21.3810 USD |
| Common | Sell Transaction | 2,076 | 21.3812 USD |
| Common | Sell Transaction | 219 | 21.3837 USD |
| Common | Sell Transaction | 279 | 21.3846 USD |
| Common | Sell Transaction | 580 | 21.3886 USD |
| Common | Sell Transaction | 1,614 | 21.3900 USD |
| Common | Sell Transaction | 1,633 | 21.3994 USD |
| Common | Sell Transaction | 890 | 21.4000 USD |
| Common | Sell Transaction | 2 | 21.4050 USD |
| Common | Sell Transaction | 172 | 21.4100 USD |
| Common | Sell Transaction | 24 | 21.4233 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 | 2,900 | 20.0000 USD | American | 2025-12-19 | 1.3500 USD |
| Common | Call Option | Buy Transaction | 10,000 | 17.5000 USD | American | 2025-12-19 | 3.8000 USD |
| Common | Call Option | Sell Transaction | 700 | 22.5000 USD | American | 2025-12-19 | 0.0500 USD |
| Common | Call Option | Sell Transaction | 7,400 | 22.5000 USD | American | 2026-03-20 | 0.1000 USD |
| Common | Call Option | Sell Transaction | 500 | 22.5000 USD | American | 2027-01-15 | 0.1400 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) |
| Common | Call Option | Exercised against | 2,400 | 12.5000 USD |
(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 | 17 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.
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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 | 0 | 10.0 USD | American | 20/03/2026 |
| Common | Put Option | Purchased | -900 | 25.0 USD | American | 20/03/2026 |
| 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 | 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 | Put Option | Purchased | 0 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 15,900 | 22.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 2,200 | 20.0 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 0 | 5.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -100 | 7.5 USD | American | 20/03/2026 |
| Common | Call Option | Purchased | 5,600 | 12.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 0 | 25.0 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 4,200 | 17.5 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -60,700 | 15.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -1,000 | 17.5 USD | American | 18/06/2026 |
| Common | Call Option | Purchased | 4,500 | 22.5 USD | American | 15/01/2027 |
| Common | Call Option | Purchased | 82,900 | 20.0 USD | American | 19/12/2025 |
| Common | Call Option | Purchased | 5,100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -100 | 15.0 USD | American | 15/01/2027 |
| Common | Put Option | Purchased | -44,400 | 10.0 USD | American | 16/01/2026 |
| Common | Put Option | Purchased | -2,900 | 7.5 USD | American | 19/12/2025 |
| Common | Put Option | Purchased | -100 | 20.0 USD | American | 18/06/2026 |
| Common | Put Option | Purchased | -3,000 | 12.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -100 | 20.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -10,000 | 17.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -7,500 | 7.5 USD | American | 15/01/2027 |
| Common | Put Option | Sold | 8,200 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -46,200 | 20.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -5,100 | 10.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -38,000 | 15.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 2,000 | 17.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -179,300 | 10.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -63,500 | 12.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 59,000 | 5.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -147,900 | 15.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -100 | 30.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -100 | 35.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -2,100 | 12.5 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -4,800 | 17.5 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -1,700 | 25.0 USD | American | 16/01/2026 |
| 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 | Put Option | Sold | 300 | 20.0 USD | American | 20/03/2026 |
| Common | Call Option | Sold | -5,600 | 22.5 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 27,700 | 20.0 USD | American | 19/12/2025 |
| Common | Put Option | Sold | 5,500 | 12.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -6,500 | 20.0 USD | American | 20/03/2026 |
| Common | Put Option | Sold | 4,400 | 17.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -9,600 | 7.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 24,900 | 7.5 USD | American | 16/01/2026 |
| Common | Put Option | Sold | 1,600 | 12.5 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -2,600 | 30.0 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -13,400 | 10.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -6,800 | 25.0 USD | American | 19/12/2025 |
| Common | Call Option | Sold | -34,200 | 5.0 USD | American | 15/01/2027 |
| Common | Call Option | Sold | -29,900 | 22.5 USD | American | 16/01/2026 |
| Common | Call Option | Sold | -10,800 | 17.5 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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