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:
All Dowlais Shareholders have been sent the Tax Certification Form.
Failure by a Dowlais Shareholder to complete and return the Tax Certification Form, or, where relevant, to undertake the steps required of a Qualified Intermediary, may result in withholding tax at a rate of up to 30 per cent. on the full amount of cash payable to such Dowlais Shareholder (including any cash that is the result of a Cash Election under the terms of the Mix and Match Facility) under the terms of the Combination.
Further information is provided within the Tax Certification Form and in paragraph 17 of Part Two (Explanatory Statement) of the Scheme Document. All Dowlais Shareholders are encouraged to read this information carefully. Dowlais Shareholders who are unsure as to how U.S. tax considerations may impact them should consult an appropriately qualified independent professional adviser immediately.
If you are unsure which of the above certification categories you fall into please refer to the Guide to completing the Tax Certification Form which is on the right of this page.
Once you know your tax certification category the action you need to take is set out below:
Further information is provided within the Tax Certification Form and in paragraph 17 of Part Two (Explanatory Statement) of the Scheme Document. All Dowlais Shareholders are encouraged to read this information carefully. Dowlais Shareholders who are unsure as to how U.S. tax considerations may impact them should consult an appropriately qualified independent professional adviser immediately.
Complete your declarationYou have been sent the Tax Certification Form as part of the recommended offer by AAM for Dowlais.
As AAM is a U.S. company, the consideration being paid to AAM shareholders may be subject to U.S. federal tax under Section 304 of the Internal Revenue Code (the “IRC”).
Failure to complete the online declaration or return the completed Tax Certification Form by P+40 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.
There are four tax certification categories as explained below:
If you are unsure which of the above categories, you fall into please refer to the Guide to completing the Tax Certification Form on the right of this page.
A Beneficial Owner in respect of this Combination means the person(s) who directly or indirectly ultimately owns or controls shares in Dowlais even if they don't appear as the legal owner.
For example: A Beneficial Owner in respect of this combination means the natural person(s) who directly or indirectly ultimately owns or controls shares in Dowlais even if they don't appear as the legal owner.
If your percentage ownership of AAM immediately after Completion (taking into account New AAM Shares receiving under the terms of the combination) is less than your percentage ownership of Dowlais immediately prior to the Combination then, generally, you should have experienced a “meaningful reduction” as a result of the Combination.
If you have not experienced a ‘Meaningful Reduction’ then your portion of the cash consideration will be treated as a dividend. You will be paid the net amount, and the standard withholding tax rate will be applied.
To prove that your holding was "meaningfully reduced" a calculation needs to be carried out to compare your percentage holding in Dowlais immediately before the Combination to your percentage holding in AAM immediately after the Combination (this will include the shares you will receive in AAM as a result of the Combination).
This calculation can be found on the Tax Certification Form and only needs to be completed if you hold or will hold shares in AAM immediately prior to Completion.
You will find a Guide to completing the Tax Certification Form on the right-hand side of this page.
If you would like to speak to someone then you can call our dedicated helpline on +44 (0) 333-207-6394 where someone will be able to assist you. 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.
Please call our dedicated helpline on +44 (0) 333-207-6394 where someone will be able to organise either sending you a duplicate form or providing you with the login details you require to make your online tax declaration if relevant.
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.
The amount of tax that will be deducted from your consideration payment will depend on your Tax Certification Category and depending on your category also on your Country of residence. Regardless of the Tax Certification Category you fall under, if you take no action then withholding tax will be deducted at a rate of 30% from your total cash consideration.
An example of tax deductions is shown below:
Mr A Example held 1,000 AAM. shares. Under the Combination was due £430.00 and 88 shares in AAM.
| Tax Certification Category | Action Taken | Cash Consideration |
|---|---|---|
| 1. First Declaration or A United States Person | Completed the online Tax Certification Form and if a United States Person, provided the W9 form to Equiniti prior to the deadline | Paid Gross (£430.00) |
| 2. Second Declaration | Fully completed and returned the Tax Certification Form to Equiniti prior to the deadline | Paid Gross (£430.00) |
| 3. Third Declaration | Fully completed and returned the Tax Certification Form to Equiniti prior to the deadline along with any additional IRS forms such as W8-BEN or W8-BENE | Paid Net with maximum of 30% withholding tax deducted |
| 4. A person eligible to provide a completed Form W8-IMY such as a qualified intermediary | Submitted a fully completed W-8IMY and relevant supporting documentation to Equiniti prior to the deadline | Paid Gross (£430.00) |
| 5. Any of the above | Took no action | Paid Net with 30% withholding tax deducted (£301.00) |
As long as you do not own shares in AAM and will not own AAM Shares at the time of Completion (and will not elect to receive “more shares” under the Mix and Match Facility), you will be able to make the first declaration and can use the online process here: www.sharevote.co.uk/dowlais/ you will need your login details from the Tax Certification Form to be able to login.
You need to complete the online declaration or return the completed Tax Certification Form by 11:00 am on D-2. Failure to do this will generally subject the consideration payment due to you under the Combination to U.S. Withholding Tax at a rate of 30% (subject to reduction). Following Completion, a further Tax Certification Form will be sent to shareholders who have not yet returned the Tax Certification Form. Shareholders will have forty days from the date that payment is effected under the Scheme to return the further Tax Certification Form such that payment is effected of previously withheld consideration.
The completed Tax Certification Form should be returned to Equiniti Limited in the pre-paid envelope provided or by post Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
If you are a United States Person should complete your tax declaration online here: www.sharevote.co.uk/dowlais/ you will need your login details from the Tax Certification Form to be able to login. You should also provide a completed IRS Form W-9, you DO NOT need to complete the Tax Certification Form.
If you are a person eligible to provide an IRS Form W8-IMY you DO NOT need to complete the Tax Certification Form, however you should supply a correct, duly completed, dated and executed IRS Form W8-IMY along with the relevant supporting documentation to Equiniti Limited either by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or DocuSign versions along with the DocuSign Certificate(s) can be emailed to Equiniti at dowlaistaxcertification@equiniti.com, to be received by 11.00 a.m. on D-2.
No, the completed Tax Certification Form cannot be sent electronically, Equiniti need to receive the original document.
If you are a United States Person your IRS Form W-9 form can be emailed to us at dowlaistaxcertification@equiniti.com.
If you are a person eligible to provide an IRS Form W8-IMY then the documents can be emailed to us if they have been signed via DocuSign and the DocuSign Certificate is supplied with them. These can be emailed to us at dowlaistaxcertification@equiniti.com.
Publication and posting of documents
Deadline for Tax Declaration return time
Court Hearing (to Sanction the Scheme)
Election Return Time
Scheme Record Time
Effective Date
Despatch of electronic payment, cheques and or crediting of CREST for Cash Consideration due
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.