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 | 8 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 | Common Stock ISIN IE00BDGMC594 $0.01 ordinary shares | |||
| | Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 979,986 | 0.99 | 246,400 | 0.25 |
| (2) Cash-settled derivatives | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 199,100 | 0.20 | 794,500 | 0.80 |
| Total | 1,179,086 | 1.20 | 1,040,900 | 1.06 |
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 | Purchase/sale | Number of | Price per unit |
| Common | Buy Transaction | 229 | 21.3000 USD |
| Common | Buy Transaction | 300 | 21.3050 USD |
| Common | Buy Transaction | 1,692 | 21.3100 USD |
| Common | Buy Transaction | 9,630 | 21.3101 USD |
| Common | Buy Transaction | 370 | 21.3110 USD |
| Common | Buy Transaction | 297 | 21.3186 USD |
| Common | Buy Transaction | 2,433 | 21.3200 USD |
| Common | Buy Transaction | 5 | 21.3220 USD |
| Common | Buy Transaction | 700 | 21.3229 USD |
| Common | Buy Transaction | 11 | 21.3245 USD |
| Common | Buy Transaction | 200 | 21.3251 USD |
| Common | Buy Transaction | 13,562 | 21.3265 USD |
| Common | Buy Transaction | 2,065 | 21.3271 USD |
| Common | Buy Transaction | 140 | 21.3279 USD |
| Common | Buy Transaction | 362 | 21.3283 USD |
| Common | Buy Transaction | 1,700 | 21.3288 USD |
| Common | Buy Transaction | 1,000 | 21.3290 USD |
| Common | Buy Transaction | 4,401 | 21.3300 USD |
| Common | Buy Transaction | 1,600 | 21.3303 USD |
| Common | Buy Transaction | 116 | 21.3315 USD |
| Common | Buy Transaction | 179 | 21.3326 USD |
| Common | Buy Transaction | 47 | 21.3336 USD |
| Common | Buy Transaction | 12 | 21.3350 USD |
| Common | Buy Transaction | 981 | 21.3400 USD |
| Common | Buy Transaction | 51 | 21.3431 USD |
| Common | Buy Transaction | 2,354 | 21.3434 USD |
| Common | Buy Transaction | 1,677 | 21.3500 USD |
| Common | Buy Transaction | 474 | 21.3544 USD |
| Common | Buy Transaction | 330 | 21.3550 USD |
| Common | Buy Transaction | 100 | 21.3600 USD |
| Common | Sell Transaction | 3 | 21.3000 USD |
| Common | Sell Transaction | 117 | 21.3050 USD |
| Common | Sell Transaction | 475 | 21.3059 USD |
| Common | Sell Transaction | 179 | 21.3093 USD |
| Common | Sell Transaction | 9,801 | 21.3100 USD |
| Common | Sell Transaction | 370 | 21.3110 USD |
| Common | Sell Transaction | 702 | 21.3136 USD |
| Common | Sell Transaction | 79 | 21.3150 USD |
| Common | Sell Transaction | 302 | 21.3166 USD |
| Common | Sell Transaction | 920 | 21.3172 USD |
| Common | Sell Transaction | 5,693 | 21.3200 USD |
| Common | Sell Transaction | 685 | 21.3247 USD |
| Common | Sell Transaction | 916 | 21.3250 USD |
| Common | Sell Transaction | 2,000 | 21.3250 USD |
| Common | Sell Transaction | 70 | 21.3251 USD |
| Common | Sell Transaction | 947 | 21.3258 USD |
| Common | Sell Transaction | 13,570 | 21.3261 USD |
| Common | Sell Transaction | 7 | 21.3286 USD |
| Common | Sell Transaction | 800 | 21.3287 USD |
| Common | Sell Transaction | 4,000 | 21.3300 USD |
| Common | Sell Transaction | 3,328 | 21.3307 USD |
| Common | Sell Transaction | 110 | 21.3309 USD |
| Common | Sell Transaction | 684 | 21.3329 USD |
| Common | Sell Transaction | 351 | 21.3343 USD |
| Common | Sell Transaction | 500 | 21.3345 USD |
| Common | Sell Transaction | 100 | 21.3350 USD |
| Common | Sell Transaction | 85 | 21.3352 USD |
| Common | Sell Transaction | 694 | 21.3364 USD |
| Common | Sell Transaction | 470 | 21.3379 USD |
| Common | Sell Transaction | 6 | 21.3383 USD |
| Common | Sell Transaction | 1,829 | 21.3385 USD |
| Common | Sell Transaction | 14 | 21.3393 USD |
| Common | Sell Transaction | 865 | 21.3400 USD |
| Common | Sell Transaction | 2,607 | 21.3400 USD |
| Common | Sell Transaction | 381 | 21.3500 USD |
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(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of | Product | Writing, purchasing, selling, varying | Number | Exercise | Type | Expiry | Option |
| Common | Call Option | Buy Transaction | 100 | 15.0000 USD | American | 2026-01-16 | 6.3400 USD |
| Common | Call Option | Buy Transaction | 2,700 | 7.5000 USD | American | 2027-01-15 | 13.8000 USD |
| Common | Call Option | Sell Transaction | 20,000 | 22.5000 USD | American | 2026-01-16 | 0.0500 USD |
| Common | Call Option | Sell Transaction | 500 | 17.5000 USD | American | 2025-12-19 | 3.8400 USD |
| Common | Call Option | Sell Transaction | 500 | 17.5000 USD | American | 2025-12-19 | 3.9000 USD |
(ii) Exercise
| Class of | Product | Exercising/ | Number of | Exercise |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
| Class of | Nature of dealing | Details | Price per unit (if |
|
|
|
|
|
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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 | 9 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 | Citadel Group |
| Name of offeror/offeree in relation | AVADEL PHARMACEUTICALS PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of | Product | Written or | Number of | Exercise | Type | Expiry |
| Common | Put Option | Purchased | -4,700 | 15.0 USD
| American
| 19/12/2025
|
| Common | Put Option | Purchased | -44,400 | 10.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 24,200 | 22.5 USD
| American
| 20/03/2026
|
| Common | Call Option | Purchased | 900 | 7.5 USD
| American
| 19/12/2025
|
| 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 | 4,200 | 17.5 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 5,600 | 12.5 USD
| American
| 15/01/2027
|
| Common | Put Option | Purchased | -1,000 | 17.5 USD
| American
| 18/06/2026
|
| 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 | Put Option | Purchased | -100 | 7.5 USD
| American
| 20/03/2026
|
| Common | Put Option | Purchased | -2,900 | 7.5 USD
| American
| 19/12/2025
|
| Common | Put Option | Purchased | -60,700 | 15.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Purchased | 37,600 | 20.0 USD
| American
| 19/12/2025
|
| Common | Put Option | Purchased | -100 | 15.0 USD
| American
| 15/01/2027
|
| 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 | 3,000 | 25.0 USD
| American
| 15/01/2027
|
| Common | Call Option | Purchased | 0 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Purchased | -3,800 | 15.0 USD
| American
| 20/03/2026
|
| Common | Put Option | Purchased | -200 | 17.5 USD
| American
| 20/03/2026
|
| Common | Call Option | Purchased | 0 | 25.0 USD
| American
| 20/03/2026
|
| Common | Call Option | Purchased | 5,100 | 22.5 USD
| American
| 15/01/2027
|
| Common | Put Option | Purchased | 0 | 12.5 USD
| American
| 15/01/2027
|
| Common | Put Option | Sold | 300 | 20.0 USD
| American
| 20/03/2026
|
| Common | Call Option | Sold | -2,100 | 12.5 USD
| American
| 20/03/2026
|
| Common | Put Option | Sold | 24,900 | 7.5 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -7,500 | 7.5 USD
| American
| 15/01/2027
|
| Common | Put Option | Sold | 4,400 | 17.5 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -65,900 | 12.5 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 | -13,400 | 10.0 USD
| American
| 15/01/2027
|
| Common | Call Option | Sold | -5,100 | 10.0 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -30,000 | 15.0 USD
| American
| 20/03/2026
|
| Common | Put Option | Sold | 2,000 | 17.5 USD
| American
| 19/12/2025
|
| Common | Put Option | Sold | 59,000 | 5.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Sold | 8,200 | 10.0 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -100 | 30.0 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -147,700 | 15.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -100 | 35.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -100 | 20.0 USD
| American
| 15/01/2027
|
| Common | Call Option | Sold | -34,200 | 5.0 USD
| American
| 15/01/2027
|
| Common | Call Option | Sold | -20,800 | 17.5 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -46,200 | 20.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -4,900 | 22.5 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -6,800 | 25.0 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -38,000 | 15.0 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -2,600 | 30.0 USD
| American
| 16/01/2026
|
| Common | Put Option | Sold | 5,300 | 20.0 USD
| American
| 19/12/2025
|
| Common | Put Option | Sold | 5,500 | 12.5 USD
| American
| 16/01/2026
|
| 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 | -179,400 | 10.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -6,200 | 12.5 USD
| American
| 19/12/2025
|
| Common | Call Option | Sold | -29,900 | 22.5 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -1,700 | 25.0 USD
| American
| 16/01/2026
|
| Common | Call Option | Sold | -10,000 | 17.5 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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