1. | Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached | Gallaher Group Plc | ||||||
2.
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Reason for the notification (please tick the appropriate box or boxes) |
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An acquisition or disposal of voting rights
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þ | |||||||
An acquisition or disposal of financial
instruments which may result in the acquisition
of shares already issued to which voting rights
are attached |
o |
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An event changing the breakdown of voting
rights |
o | |||||||
Other (please specify):
|
o | |||||||
3.
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Full name of person(s) subject to the notification obligation | (1 | ) | JTI (UK)Management Ltd; | ||||
(2 | ) | Japan Tobacco Inc (the 100% shareholder in JTI (UK) Management Ltd); and | ||||||
(3 | ) | The Japanese Ministry of Finance (the 50.00% shareholder in Japan Tobacco Inc.). | ||||||
4. | Full name of shareholder(s) (if different from 3). | JTI (UK) Management Ltd | ||||||
5. | Date of the transaction (and date on which the threshold is crossed or reached if different | 22 January 2007 | ||||||
6. | Date on which issuer notified: | 24 January 2007 | ||||||
7. | Threshold(s) that is/are crossed or reached: | 3%, 4% and 5% | ||||||
8.
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Notified details: |
Class/type of | ||||||||||||||
shares if possible | Situation previous to | |||||||||||||
using the | the Triggering | |||||||||||||
ISIN CODE | transaction | Resulting situation after the triggering transaction | ||||||||||||
Number | ||||||||||||||
Number | of Voting | Number of | ||||||||||||
of Shares | Rights | shares | Number of voting rights | % of voting rights | ||||||||||
Direct | Direct | Indirect | Direct | Indirect | ||||||||||
Ordinary
Shares |
17,055,000 | 17,055,000 | 36,159,250 | 36,159,250 | 36,159,250 | 5.503% | 5.503% | |||||||
ISIN CODE: |
Please see Box 9. | Please see Box 9. | ||||||||||||
GB0003833695 |
(Below 3%) | (Below 3%) | The number of shares stated above are directly held by JTI (UK) Management Ltd only. | This is the number of voting rights attached to shares held directly by JTI (UK) Management Ltd only. | The indirect voting rights stated above are held through controlled undertakings, being: | The percentage of direct voting rights stated above are held by JTI (UK) Management Ltd only. | The percentage of indirect voting rights stated above are held through controlled undertakings, being: |
Class/type of | ||||||||||||||
shares if possible | Situation previous to | |||||||||||||
using the | the Triggering | |||||||||||||
ISIN CODE | transaction | Resulting situation after the triggering transaction | ||||||||||||
Number | ||||||||||||||
Number | of Voting | Number of | ||||||||||||
of Shares | Rights | shares | Number of voting rights | % of voting rights | ||||||||||
Direct | Direct | Indirect | Direct | Indirect | ||||||||||
(1) Japan Tobacco Inc., through its 100% wholly-owned subsidiary, JTI (UK) Management Ltd.; and | (1) Japan Tobacco Inc., through its 100% wholly-owned subsidiary, JTI (UK) Management Ltd.; and | |||||||||||||
(2) the Japanese Ministry of Finance, through its 50.00% holding in Japan Tobacco Inc., which in turn holds 100% of JTI (UK) Management Ltd. | (2) the Japanese Ministry of Finance, through its 50.00% holding in Japan Tobacco Inc., which in turn holds 100% of JTI (UK) Management Ltd. |
Number of voting rights that | ||||||||
Exercise/ | may be acquired if the | |||||||
Type of financial | Expiration | Conversion | instrument is | |||||
instrument | date | Period/ Date | exercised/converted. | % of voting rights | ||||
n/a
|
n/a | n/a | n/a | n/a |
Number of voting rights | % of voting rights | |
36,159,250 only | 5.503% only |
9. | Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable |
1. | As at 22 January 2007, JTI (UK) Management Ltd holds 5.503% of the voting rights of Gallaher Group Plc (being 36,159,250 shares). As such, JTI (UK) Management Ltd has a direct holding of 5.503% of the voting rights in Gallaher Group Plc. | ||
2. | Japan Tobacco Inc. is a 100% shareholder of JTI (UK) Management Ltd and holds 100% of the voting rights in JTI (UK) Management Ltd. As such, Japan Tobacco Inc., through its 100% wholly-owned subsidiary JTI (UK) Management Ltd, has an indirect holding of 5.503% of the votings rights of Gallaher Group Plc (being the same 36,159,250 shares held by JTI (UK) Management Ltd). |
3. | The Japanese Ministry of Finance is a 50.00% shareholder of Japan Tobacco Inc., and holds just over 50% of the voting rights attached to shares in Japan Tobacco Inc. The Japanese Ministry of Finance, through its 50.00% holding in Japan Tobacco Inc. (which in turn through its 100% wholly-owned subsidiary JTI (UK) Management Ltd) has an indirect holding of 5.503% of the votings rights of Gallaher Group Plc (being the same 36,159,250 shares held by JTI (UK) Management Ltd). |
Proxy Voting | ||||
10.
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Name of the proxy holder: | n/a | ||
11.
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Number of voting rights proxy holder will cease to hold: | n/a | ||
12.
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Date on which proxy holder will cease to hold voting rights: | n/a | ||
13.
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Additional information: | n/a | ||
14.
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Contact name: | Japan Tobacco Inc. and JTI (UK) Management Ltd Kosei Oda (Legal Counsel) | ||
Freshfields Bruckhaus Deringer, legal advisers to Japan Tobacco Inc. and JTI (UK) Management Ltd Penny MacRae (Associate) | ||||
15.
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Contact telephone number: | +81 (3) 5572 3352 Kosei Oda (Legal Counsel for Japan Tobacco Inc.) | ||
+44 (0) 20 7716 4251 Penny MacRae, Associate Freshfields Bruckhaus Deringer |
Gallaher Group Plc (Registrant) |
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By: | /s/ Robin Miller | ||||
Name: | Robin Miller | ||||
Date: January 29, 2007 | Title: | Deputy Company Secretary | |||