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 March 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 þ     Form 40-F o

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 o     No þ

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)		Judith Rolfe
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		15 March 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		177,736*			0.027
(2)		Derivatives (other than options)
(3)		Options and agreements to purchase/sell
		Option under the Gallaher Group Plc Savings Related Share Option Scheme 2003 at an exercise price of £4.43, vesting between 1 December 2010 and 31 May 2011		3,786*			0.001
Total				181,522*			0.028

(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)
Sale			3,660			£	11.31

(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

Writing, selling,

Number of securities

Type, e.g.

Option money

Product name,

purchasing,

to which the option

Exercise

American,

Expiry

paid/received

e.g. call option

varying etc.

relates (Note 7)

price

European etc.

date

per unit (Note 5)

(ii)

Exercising

Product name, e.g. call option		Number of securities				Exercise price per unit (Note 5)

(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

Is a Supplemental Form 8 attached? (Note 9)		NO

Date of disclosure		15 March 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)		A close relative of Mark Rolfe, who is a Director of Gallaher Group Plc

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
Securities and Exchange Commission

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.