EQ logo

Recommended Cash and Share Combination of Dowlais Group plc

Important

On 26 January American Axle & Manufacturing Holdings, Inc. (“AAM”) announced they changed their name to Dauch Corporation (“Dauch”). Through all documentation it can be assumed the AAM and Dauch are the same entity.

Qualifying Shareholders

On 19 June 2025, Dowlais published the Scheme Document. The Scheme Document is accompanied by (i) the Forms of Proxy; (ii) the Form of Election (for those Dowlais Shareholders not resident in an Election Restricted Jurisdiction); and (iii) the Tax Certification Form. Please see the Key Documents section of this page for further information.

Under the terms of the Combination, which is subject to the satisfaction (or, where applicable, waiver) of the Conditions, Dowlais Shareholders at the Scheme Record Time will be entitled to receive, for each Dowlais Share held:

  • 0.0881 New Dauch Corporation Shares; and
  • 43 pence in cash

Under the terms of the Combination, Dowlais Shareholders were also entitled to receive, for each Dowlais Share held at the Dividend Record Date, 2.8 pence in the form of a final cash dividend that was paid to Dowlais Shareholders by Dowlais on 29 May 2025.

Mix and Match Facility

Please note that the deadline for submission of Mix & Match Facility Forms of Election has now passed.

If you have not submitted a Form of Election you shall automatically receive Standard Consideration on your holding as at the Scheme Record Time, this offering being:

for each Dowlais Share held you will receive 0.0881 New Dauch Corporation Shares and 43 pence in cash.

Frequently Asked Questions

Dowlais Shareholders who do not make an election under the Mix and Match Facility will automatically receive the Standard Consideration in respect of their Dowlais Shares, being: for each Dowlais Share held

  • 0.0881 New Dauch Corporation Shares; and
  • 43 pence in cash.

However, you do need to read and complete the Tax Certification Form and take the relevant action or your consideration payment will be subject to US Withholding Tax at a rate of 30%. Full instructions and further FAQs can be found on the Tax Certification tab at the top of this page.

Funds were distributed to shareholders on the 17th February 2026. Payments will be made by electronic payment, if you have an existing mandate in place or by cheque.

CREST holders will be paid via the CREST system.

You will not receive a share certificate in respect of your New Dauch Corporation Shares. Dowlais Shareholders who previously held Dowlais Shares in certificated form (that is, not in CREST) will enter into an Dauch Corporation sponsored corporate nominee service provided by Computershare, whereby shareholders' new Dauch Corporation shares will be held electronically by a nominee. Further details are set out within the Scheme Document as well as at Appendix 3 to the Scheme Document.

Your new Dauch Corporation shares will be held electronically. Following the effective date, you will be contacted separately by Dauch Corporation’s Transfer Agent, who will provide you with further information on your new Dauch Corporation shares.

We anticipate this to be no later than 17 February 2026.

If you have not received confirmation of your new Dauch holding, please contact Computershare Company Nominees Ltd using the details below:

  • UK Enquiries – 0370 702 0000 (DI’s)
  • Shareholder Services International - +1 (781) 575 2879
  • webcorres@computershare.co.uk

Key Documents

Key dates

  • 19 June 2025

    Publication and posting of documents

  • 11.00 a.m. on 28 January 2026

    Deadline for Tax Declaration return time

  • 30 January 2026

    Court Hearing (to Sanction the Scheme)

  • 1.00 p.m. on 2 February 2026

    Election Return Time

  • 6.00 p.m. on 2 February 2026

    Scheme Record Time

  • 3 February 2026

    Effective Date

  • 17 February 2026

    Despatch of electronic payment, cheques and or crediting of CREST for Cash Consideration due

  • 6.00 p.m. on 29 March 2026

    Deadline for return of further Tax Certification Form

  • Week commencing 13 April 2026

    Payment of retained Cash Consideration

Tax Certification

Please be advised that the deadline for submission of Tax Declarations has now passed.

If you have submitted your Declaration since the first submission deadline, on 28 January 2026, you will receive the tax consideration due to you during the week commencing 13 April 2026.

If you have not submitted your Declaration and wish to claim back your tax consideration, you will need to contact the Internal Revenue Service ("IRS") directly. Please refer to https://www.irs.gov/help/let-us-help-you for more information.

Frequently Asked Questions

Failure to complete the online declaration or return the completed Tax Certification Form by 29 March 2026 will generally subject the Beneficial Owner to U.S. Withholding Tax at 30% (subject to reduction) on the consideration payment due to them under the Combination.

Yes. To reclaim your tax consideration, you will need to contact IRS and apply for a refund. Please refer to https://www.irs.gov/help/let-us-help-you for more information.

Key Documents

Key dates

  • 19 June 2025

    Publication and posting of documents

  • 11.00 a.m. on 28 January 2026

    Deadline for Tax Declaration return time

  • 30 January 2026

    Court Hearing (to Sanction the Scheme)

  • 1.00 p.m. on 2 February 2026

    Election Return Time

  • 6.00 p.m. on 2 February 2026

    Scheme Record Time

  • 3 February 2026

    Effective Date

  • 17 February 2026

    Despatch of electronic payment, cheques and or crediting of CREST for Cash Consideration due

  • 6.00 p.m. on 29 March 2026

    Deadline for return of further Tax Certification Form

  • Week commencing 13 April 2026

    Payment of retained Cash Consideration

Contact the Shareholder Helpline

If you have any questions, feel free to contact us.

+44 (0) 333-207-6394

Please use the country code when calling from outside the UK. Lines are open 8:30 a.m. to 5:30 p.m. (UK time), Monday to Friday (excluding public holidays in England and Wales).

For deaf and speech impaired customers, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information.