Form 8.3 - American Axle & MFG Holdings

Business Wire

15-07-2025

LONDON--(BUSINESS WIRE)--
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the 'Code')
1. KEY INFORMATION
(a) Full name of discloser:
Verition Fund Management LLC
(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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
AMERICAN AXLE & MFG HOLDINGS
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
14 July 2025
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state 'N/A'
Yes – the Offeree:
DOWLAIS GROUP PLC
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2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
USD 0.01 Common
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
317,754
0.27
984,600
0.83
(2) Cash-settled derivatives:
0
0.00
19
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
317,754
0.27
984,619
0.83
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All interests and all short positions should be disclosed.
Details of 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 (Open Positions)
(b) 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:
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
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
(USD)
USD 0.01 Common
Purchase
4,200.00
4.82
USD 0.01 Common
Purchase
17,600.00
4.82
USD 0.01 Common
Purchase
4,600.00
4.80
USD 0.01 Common
Purchase
24,289.00
4.81
USD 0.01 Common
Purchase
4,400.00
4.82
USD 0.01 Common
Purchase
16,785.00
4.80
USD 0.01 Common
Purchase
21,800.00
4.75
USD 0.01 Common
Purchase
410.00
4.80
USD 0.01 Common
Purchase
150.00
4.75
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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
Price per unit
(USD)
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(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
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
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(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
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(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
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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
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state 'none'
None
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(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached?
NO
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Date of disclosure:
15 July 2025
Contact name:
Aurelie Lauduique
Telephone number*:
[phone]
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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.