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 14th March, 2006
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 ________
The Company has been notified that contingent awards under the company’s two long-term incentive plans have vested as below. Where the number of shares sold to settle income tax and national or social insurance is zero, the individual elected to settle their liability by cash. The awards vested on 6 March 2006.
| Shares
Vesting
|
Shares Sold to settle Tax and NIC | Shares Retained | |||||||||
| Performance Share Plan | Deferred Bonus Plan | Total | |||||||||
| Directors | |||||||||||
| Nigel Dunlop | 19,436 | 6,924 | 26,360 | (10,808 | ) | 15,552 | |||||
| Neil England | see below | 16,293 | 16,293 | (6,681 | ) | 9,612 | |||||
| Stewart Hainsworth | see below | 7,419 | 7,419 | 0 | 7,419 | ||||||
| Nigel Northridge | 46,647 | 31,104 | 77,751 | (31,879 | ) | 45,872 | |||||
| Mark Rolfe | 28,765 | 20,144 | 48,909 | (20,054 | ) | 28,855 | |||||
| Persons Discharging Managerial Responsibility | |||||||||||
| Claire Jenkins | 6,472 | 5,935 | 12,407 | (5,088 | ) | 7,319 | |||||
| Barry Jenner | 8,957 | 8,161 | 17,118 | (7,020 | ) | 10,098 | |||||
| Tom Keevil | 19,436 | 8,631 | 28,067 | (11,508 | ) | 16,559 | |||||
| Jon Moxon | 7,508 | 6,182 | 13,690 | (5,614 | ) | 8,076 | |||||
| Eddy Pirard | 7,508 | 1,793 | 9,301 | (94 | ) | 9,207 | |||||
| Suhail Saad | 8,336 | 6,528 | 14,864 | 0 | 14,864 | ||||||
| Yann Tardif | 8,025 | 0 | 8,025 | (3,375 | ) | 4,650 | |||||
Each of Messrs England and Hainsworth have elected, in accordance with the Performance Share Plan rules, to receive an option certificate allowing them to acquire the vested shares at any time within seven years from 6 March 2006. The number of shares under option are:
| Neil England | 25,267 shares | |
| Stewart Hainsworth | 8,077 shares |
| FORM 6-K |
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/ Alyson Morris | ||
| Name: | Alyson Morris | ||
Date: March 14, 2006 |
Title: | Head of Performance and Reward | |