~~Table of Contents~~Form 6-K

~~Form 6-K~~Securities and Exchange Commission

~~Securities~~Washington, ~~and~~D.C. ~~Exchange Commission~~20549

~~Washington,~~REPORT ~~D.C.~~OF ~~20549~~FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For March 12, 2007

~~REPORT~~Gallaher OFGroup ~~FOREIGN PRIVATE ISSUER~~Plc ~~PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For March 7, 2007~~

~~Gallaher~~(Translation ~~Group~~of ~~Plc~~ registrant’s name into English)

Members Hill Brooklands Road Weybridge Surrey KT13 0QU England (~~Translation~~Address of ~~registrant’s~~principal ~~name~~executive ~~into English~~offices)

~~Members~~Indicate ~~Hill Brooklands~~by ~~Road Weybridge Surrey~~check ~~KT13~~mark ~~0QU~~whether the registrant files or will file annual reports under cover ~~England (Address~~Form of20-F ~~principal~~or ~~executive~~Form ~~offices)~~40-F.

~~Indicate by check mark whether the registrant files or will file annual reports under cover~~ Form 20-F or 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 2012g3-~~F þ Form 40-F o~~2(b) under the Securities Exchange Act of 1934.

~~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~~Yes ~~12g3-2(b) under the Securities Exchange Act of 1934.~~ o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule ~~o No þ~~12g3-2(b).

~~If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).~~ 82

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.

~~TABLE~~N OFE ~~CONTENTS~~W S R E L E A S E

~~FORM~~Recommended ~~8.1~~cash ~~SIGNATURES~~offer for Gallaher Group Plc (“Gallaher”) by JTI (UK) Management Ltd (a wholly-owned subsidiary of Japan Tobacco Inc.)

~~Table~~Results of ~~Contents~~Court Meeting and Extraordinary General Meeting

~~FORM~~Court ~~8.1~~Meeting

~~DEALINGS~~A BYCourt ~~OFFERORS~~Meeting was held today, ~~OFFEREE~~Friday ~~COMPANIES~~9 ORMarch, ~~THEIR~~at ~~ASSOCIATES FOR~~Salters’ ~~THEMSELVES~~Hall, OR4 ~~FOR~~Fore ~~DISCRETIONARY~~Street, ~~CLIENTS~~London, EC2Y 5DE ~~(Rules 8.1(a)~~at 10:00am to consider and, if thought fit, approve (bwith or without amendment)~~(i)~~ the Scheme of Arrangement proposed to be made under section 425 of the ~~Takeover~~Companies ~~Code)~~Act 1985 between Gallaher and the Scheme Shareholders.

1.As ~~KEY~~JTI ~~INFORMATION~~(UK) is not a ‘Scheme Shareholder’, the voting rights conferred by the 52,824,006 Gallaher ordinary shares held by JTI (UK) were not exercised at the Court Meeting.

Name of person dealing (Note 1)		Linda Northridge
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		6 March 2007

The resolution was decided on a poll and the resolution proposed at the Court Meeting was passed.

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)

The number of votes for and against the resolution put before the Court Meeting were as follows:

				Long					Short
				Number			(%)		Number	(%)
	(1	)	Relevant securities
			Gallaher Group Plc Ordinary Shares of 10p each		298,211	*		0.045
	(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 2008 and 31 May 2009		3,577	*		0.0005
Total					301,788	*		0.046

To approve the proposed Scheme of Arrangement:

* - Total interests of Nigel Northridge together with his close relatives and related trusts

Percentage of

Number of

Percentage of

issued

Number of

Scheme

Scheme Shares

Scheme

Shareholders

Shares voted

voted (%)

Shares (%)

Shareholders

voting (%)

FOR

347,322,501

98.48

57.48

976

91.9

AGAINST

5,355,064

1.52

0.89

8.1

~~(b)~~The ~~Interests~~number ~~and~~of ~~short~~ordinary ~~positions~~shares in ~~relevant~~issue ~~securities~~as ofat ~~the~~6:00pm ~~company,~~on ~~other~~Wednesday ~~than~~7 ~~the~~March 2007 ~~class~~was ~~dealt in (Note 3)~~657,113,157.

Class of relevant security:

Long

Short

Number

(%)

Number

(%)

(1) Relevant securities

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total

Extraordinary General Meeting

~~Table~~An Extraordinary General Meeting was held today, Friday 9 March 2007, at Salters’ Hall, 4 Fore Street, London, EC2Y 5DE immediately following the Court Meeting to consider a special resolution for the purpose of ~~Contents~~giving effect to the Scheme of Arrangement dated 19 January 2007 and to insert a new article 147 into the Company’s articles of association.

~~(c)~~Page ~~Rights to subscribe (Note 3)~~1

~~Class~~The ofvoting ~~relevant~~rights ~~security:~~conferred ~~Details~~by the 52,824,006 Gallaher ordinary shares held by JTI (UK) were not exercised at the EGM.

3.		DEALINGS (Note 4)
(a)		Purchases and sales

The resolution was decided on a poll and the resolution proposed at the EGM was passed.

Purchase/sale		Number of securities		Price per unit (Note 5)
Sale		1,922		£11.28

The number of votes for and against the resolution put before the EGM were as follows:

~~(b)~~Special ~~Derivatives~~resolution ~~transactions~~giving ~~(other~~effect ~~than~~to ~~options)~~the Scheme and amending articles of association:

Product name,

Number of Gallaher

Percentage of Gallaher

Percentage of issued

e.g. CFD

Long/short (Note 6)

Number of securities (Note 7)

Price per unit (Note 5)

shares voted(1)

Shares voted (%)

Gallaher Shares (%)

FOR

348,434,252

97.84

53.03

AGAINST

5,199,288

1.46

0.79

ABSTAIN

2,500,355

0.70

0.38

~~(c)~~1. ~~Options~~The ~~transactions~~‘FOR’ invote ~~respect~~includes ofthose ~~existing~~giving ~~securities~~the ~~(i)~~chairman ~~Writing, selling, purchasing or varying~~discretion.

Number of

Writing, selling,

securities to which

Type, e.g.

Option money

Product name,

purchasing,

the option relates

Exercise

American,

Expiry

paid/received

e.g. call option

varying etc.

(Note 7)

price

European etc.

date

per unit (Note 5)

The number of ordinary shares in issue as at 6:00pm on Wednesday 7 March 2007 was 657,113,157.

~~(ii)~~Implementation ~~Exercising~~of the Scheme and the Offer remains subject to the satisfaction or waiver of certain Conditions, which are set out in Part Three of the Scheme Document. These include the Court making an Order sanctioning the Scheme at a Hearing which is expected to take place on 17 April 2007. The Scheme will become effective upon the delivery to the Registrar of Companies of an office copy of the Court Order sanctioning the Scheme and the registration by him of that office copy. This is expected to occur on 18 April 2007. Dealings in Gallaher Shares are expected to be suspended at 5:00pm on 17 April 2007 and cancellation of the listing of Gallaher Shares is expected to occur at 8:00am on 18 April 2007. The dispatch of cheques, or settlement through CREST, in respect of cash consideration due to ordinary shareholders under the Scheme will occur within 14 days after the Effective Date.

~~Product~~UK ~~name,~~Listing ~~e.g.~~Authority ~~call~~Viewing ~~option Number of securities Exercise price per unit (Note 5)~~Facility

~~(d)~~Copies ~~Other~~of ~~dealings~~the ~~(including~~resolution ~~new~~passed ~~securities)~~at ~~(Note~~the 4)EGM held today and Gallaher’s amended articles of association have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility, which is situated at:

~~Nature~~The ofFinancial ~~transaction~~Services ~~(Note~~Authority 25 8)The ~~Details~~North ~~Price~~Colonnade Canary ~~per~~Wharf London ~~unit~~E14 ~~(if~~5HS Telephone: ~~applicable)~~+44 (~~Note 5~~0) 20 7066 1000

~~Table~~Capitalised ofterms ~~Contents~~used but not defined in this announcement have the same meaning as in the Scheme Document dated 19 January 2007.

4.9 ~~OTHER INFORMATION~~March 2007

~~Agreements,~~Page ~~arrangements or understandings relating to options or derivatives~~2

~~Full details of any agreement, arrangement or understanding between the~~Enquiries: 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.

IsGallaher aGroup ~~Supplemental~~Plc Claire ~~Form 8~~Jenkins ~~attached?~~— ~~(Note~~director, 9investor relations and group planning Telephone: +44 (0) ~~YES/NO~~1932 372 000

Date of disclosure		6 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 Nigel Northridge, who is a Director of Gallaher Group Plc

Cardew Group (PR adviser to Gallaher)
Anthony Cardew, Tim Robertson or David Roach
Telephone: +44 (0)20 7930 0777

~~Notes~~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.

~~The~~Dresdner ~~Notes~~Kleinwort, onwhich ~~Form 8.1~~is ~~can~~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 ~~viewed~~to onanyone other than Gallaher for providing the ~~Takeover~~protections ~~Panel’s~~afforded ~~website~~to atcustomers ~~www~~of Dresdner Kleinwort, or for affording advice in relation to the contents of this announcement or any matters referred to herein.~~thetakeoverpanel.org.uk~~

~~Table~~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 ~~Contents~~Greenhill, or for affording advice in relation to the contents of this announcement or any matters referred to herein.

~~REPORT~~Goldman OFSachs ~~FOREIGN~~International, ~~PRIVATE~~which ~~ISSUER~~is authorised and regulated in the United Kingdom by the ~~Securities~~Financial Services Authority, is acting as financial adviser to Gallaher in connection with the Offer and ~~Exchange~~is ~~Commission~~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.

~~SIGNATURES~~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.

~~Pursuant~~Page ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused~~3 ~~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: March 7, 2007		Title:	Deputy Company Secretary

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.


	Gallaher Group Plc (Registrant)
	By:	/s/ Jacky Stockman
		Name: Jacky Stockman
Date: March 12, 2007		Title: Programme Manager, investor relations

Filing Compare · GALLAHER GROUP PLC