Form 6-K
Securities and Exchange Commission
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For January 16, 2007
Gallaher Group Plc
(Translation of registrant’s name into English)
Members Hill
Brooklands Road
Weybridge
Surrey KT13 0QU
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F 
Form
40-F 
Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).
82 ________
FORM 8.1
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the Takeover Code)
| 1. | KEY INFORMATION |
| Name of person dealing (Note 1) | NEIL ENGLAND | |||||
| Company dealt in | GALLAHER GROUP PLC | |||||
| Class of relevant security to which the dealings being disclosed relate (Note 2) | ORDINARY SHARES OF 10P EACH | |||||
| Date of dealing | 12 JANUARY 2007 |
| 2. | INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE |
| (a) | Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3) |
| Long | Short | ||||||||||||
| Number | (%) | Number | (%) | ||||||||||
| (1) | Relevant securities | ||||||||||||
| Gallaher Group Plc Ordinary Shares of 10p each | 63,865 | 0.01 | |||||||||||
| (2) | Derivatives (other than options) | ||||||||||||
| (3) | Options and agreements to purchase/sell | ||||||||||||
| Option under the Gallaher Group Plc Performance Share Plan 2003-2005 exercisable expiring 5 March 2013 |
25,267 |
0.004 |
|||||||||||
| Option under the Gallaher Group Plc Savings Related Share Option Scheme 2006 at an exercise price of £7.22, vesting between 1 December 2009 and 31 May 2010 | 1,308 | 0.0002 | |||||||||||
| Total | 90,440 | 0.014 | |||||||||||
| (b) | Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) |
| Class of relevant security: | Long | Short | |||||||||||
| Number | (%) | Number | (%) | ||||||||||
| (1) | Relevant securities | ||||||||||||
| (2) | Derivatives (other than options) | ||||||||||||
| (3) | Options and agreements to purchase/sell | ||||||||||||
| Total | |||||||||||||
| (c) | Rights to subscribe (Note 3) |
| Class of relevant security: | Details | |||||
| 3. | DEALINGS (Note 4) |
| (a) | Purchases and sales |
| Purchase/sale | Number of securities | Price per unit (Note 5) | |||||||
| (b) | Derivatives transactions (other than options) |
| Product name, e.g. CFD |
Long/short (Note 6) | Number of securities (Note 7) | Price per unit (Note 5) | ||||||||||
| (c) | Options transactions in respect of existing securities |
| (i) | Writing, selling, purchasing or varying |
| Product name, e.g. call option |
Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price |
Type, e.g. American, European etc. | Expiry date |
Option money paid/received per unit (Note 5) |
||||||||||||||||||||
| (ii) | Exercising |
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) | ||||||||
| Option under the Gallaher Group Plc Savings Related Share Option Scheme 2003 | 2,082 | £4.43 (Pounds Sterling) |
| (d) | Other dealings (including new securities) (Note 4) |
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) | |||||||
| 4. | OTHER INFORMATION |
| 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. | ||
| Is a Supplemental Form 8 attached? (Note 9) | |
|||||
| Date of disclosure | 12 JANUARY 2007 | |||||
| Contact name | ROBIN MILLER | |||||
| Telephone number | 01932 372000 | |||||
| Name of offeree/offeror with which associated | GALLAHER GROUP PLC | |||||
| Specify category and nature of associate status (Note 10) | DIRECTOR* | |||||
The exercise of the option referred to at 3(c)(ii) above was conducted in the ordinary course of operation of the Gallaher Group Plc Savings Related Share Option Scheme.
Notes
The Notes on Form 8.1 can be viewed on the Takeover Panel’s website at www.thetakeoverpanel.org.uk
|
REPORT OF FOREIGN PRIVATE
ISSUER |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gallaher Group Plc (Registrant) |
|||
| By: | /s/ Robin Miller | ||
| Name: | Robin Miller | ||
Date: January 16, 2007 |
Title: | Deputy Company Secretary | |