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 April 17, 2007
Gallaher Group Plc
(Translation of registrants 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
The distribution of this announcement, in whole or in part, in, into or from any jurisdictions
other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves about, and observe,
any such restrictions. Failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdictions.
NEWS RELEASE
Recommended cash offer for Gallaher Group Plc (Gallaher)
by JTI (UK) Management Ltd (JTI (UK)) (a wholly-owned
subsidiary of Japan Tobacco Inc. (JT))
Scheme of Arrangement sanctioned by Court
On 15 December 2006, the boards of Gallaher and JT jointly announced a recommended cash offer
by JTI (UK) (a wholly-owned subsidiary of JT) for the entire issued and to be issued share capital
of Gallaher by means of a scheme of arrangement under section 425 of the Companies Act 1985. On 9
March 2007, Gallaher announced that Scheme Shareholders had approved the Scheme (by the requisite
majorities) at the Court-convened Court Meeting and that Gallaher Shareholders had passed the
proposed special resolution relating to the Scheme at the Extraordinary General Meeting of Gallaher
Shareholders, both of which were held on 9 March 2007.
The board of Gallaher is pleased to announce that earlier today the Court sanctioned the Scheme and
confirmed the reduction of the share capital of Gallaher provided for by the Scheme. JT and JTI
(UK) confirmed to the Court that all of the Conditions to the Offer have been waived by JTI (UK) or
fulfilled, with the exception only of Condition 2(c), which will be fulfilled when an office copy
of the Court Order has been delivered to the Registrar of Companies in England and Wales for
registration, and in the case of the reduction of capital when such office copy shall have been
registered by him. Accordingly, it is expected that the Scheme will become effective as soon as
this has occurred, which is expected to be on 18 April 2007.
It is expected that at 8:00am (London time) on 18 April 2007 Gallaher Shares will cease to be
listed on the Official List and their admission to trading on the London Stock Exchange will be
cancelled. It is also expected that dealings in Gallaher ADSs on the New York Stock Exchange will
be suspended after the New York market closes today and that Gallaher ADSs will be delisted from
the New York Stock Exchange before the New York market opens on 18 April 2007.
Upon completion of the Offer, Scheme Shareholders will be entitled to receive 1,140 pence for each
Scheme Share held at the Scheme Record Time (6:00pm (London time) on 17 April 2007).
Capitalised terms used but not defined in this announcement have the same meanings as set out in
the Scheme Document dated 19 January 2007.
17 April 2007
Enquiries:
Gallaher Group Plc
Claire Jenkins director, investor relations and group planning
Telephone: +44 (0)1932 372 000
Cardew Group (PR adviser to Gallaher)
Anthony Cardew, Tim Robertson or David Roach
Telephone: +44 (0)20 7930 0777
This announcement does not constitute an offer or an invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer is made
solely by means of the Scheme Document and the accompanying scheme documentation, which contain the
full terms and conditions of the Offer.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services Authority, is
acting for Gallaher and for no-one else in connection with the transaction and will not be
responsible to anyone other than Gallaher for providing the protections afforded to customers of
Dresdner Kleinwort, or for affording advice in relation to the contents of this announcement or any
matters referred to herein.
Greenhill, which is authorised and regulated by the Financial Services Authority, is acting for
Gallaher and for no-one else in connection with the transaction and will not be responsible to
anyone other than Gallaher for providing the protections afforded to customers of Greenhill, or for
affording advice in relation to the contents of this announcement or any matters referred to
herein.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to Gallaher in connection with the
Offer and is not acting for any other person in relation to the Offer and will not be responsible
to anyone other than Gallaher for providing the protections afforded to clients of Goldman Sachs
International, nor for providing advice in relation to the Offer or any other matters referred to
in this announcement.
Merrill Lynch is acting exclusively for JT and JTI (UK) in connection with the Offer and no-one
else and will not be responsible to anyone other than JT and JTI(UK) for providing the protections
afforded to clients of Merrill Lynch or for providing advice in relation to the Offer or any other
matters referred to in this announcement.