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| Date | 7 May 2025 |
| Time | 11:18:35 |
| Category | Holding(s) in company |
| ID | 7044H |
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Name of exempt principal trader: |
J.P. Morgan Securities LLC |
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(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
American Axle & Manufacturing Holdings, Inc. |
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(c) Name of the party to the offer with which exempt principal trader is connected: |
Financial advisor to American Axle & Manufacturing Inc |
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(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure |
06 May 2025 |
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(e) In addition to the company in 1(b) above, is the exempt principal trader 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, Dowlais Group plc |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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)
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Class of relevant security:
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USD 0.01 common
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
394,690 |
0.34 |
697,362 |
0.59 |
|
(2) Cash-settled derivatives:
|
415,326 |
0.35 |
42,658 |
0.04 |
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
0
|
0
|
0
|
0
|
|
TOTAL: |
810,016 |
0.69 |
740,020 |
0.63 |
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)
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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 EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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
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Class of relevant security |
Purchases/ sales
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Total number of securities |
Highest price per unit paid/received
|
Lowest price per unit paid/received
|
|
USD 0.01 common |
Purchases
Sales |
77,843 143,712
6,102 143,712 |
4.2900 USD 4.2163 GBP
4.2900 USD 4.2163 GBP |
4.0800 USD 4.2163 GBP
4.1335 USD 4.2163 GBP |
(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 0.01 common |
Equity Swap |
Opening a short position
Opening a long position
Decrease Long
|
8 10 20 225 183 10 60 167 27 2 12 1 47 9 1 148 281 3 7 1 13 9 1 243 115 162 145 1 3 15 4 171 8 48 70 71 5 20 30 15 5 3 10 10 1 1 1 1 2 6 10 10 1
18 14 1 1 1 1
71,856 |
4.2000 USD 4.1900 USD 4.1250 USD 4.1314 USD 4.1700 USD 4.1050 USD 4.1176 USD 4.0900 USD 4.1650 USD 4.1852 USD 4.1814 USD 4.1704 USD 4.1500 USD 4.1950 USD 4.1776 USD 4.1800 USD 4.1600 USD 4.1790 USD 4.1676 USD 4.1746 USD 4.1400 USD 4.1934 USD 4.1850 USD 4.1300 USD 4.1358 USD 4.1100 USD 4.1000 USD 4.1755 USD 4.1200 USD 4.0800 USD 4.1450 USD 4.0950 USD 4.1350 USD 4.1310 USD 4.0959 USD 4.0850 USD 4.1391 USD 4.1427 USD 4.1685 USD 4.1610 USD 4.1844 USD 4.1579 USD 4.1757 USD 4.1823 USD 4.1562 USD 4.1405 USD 4.1673 USD 4.1782 USD 4.1753 USD 4.1750 USD 4.1865 USD 4.1936 USD 4.1601 USD
4.1500 USD 4.1400 USD 4.1473 USD 4.1454 USD 4.1455 USD 4.1350 USD
3.1544 USD |
(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(USD) |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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|
|
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|
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(ii)
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Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
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|
|
|
|
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
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|
|
|
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 exempt principal trader 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" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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 |
Date of disclosure: |
07 May 2025 |
Contact name: |
Hetvi Shah |
Telephone number: |
44 2034 936359 |