UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 OR 15d-16 under the Securities Exchange Act of 1934
For the month of January 2003
Imperial Tobacco Group PLC
(Translation of registrant's name into English)
Upton Road
Bristol
BS99 7UJ
England
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ý Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this 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 ý
Attached to this 6-K are the following items:
Exhibit
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.
| IMPERIAL TOBACCO GROUP PLC (Registrant) | ||||
Date: February 3, 2003 | By: | /s/ TREVOR M. WILLIAMS Trevor M. Williams Assistant Company Secretary | ||
Imperial Tobacco Group PLC ("the Company")
Following achievement of the performance criterion in respect of the Fourth Annual Award made under the Imperial Tobacco Long Term Incentive Plan ("LTIP") on 29 November 1999, the directors listed below were granted on 6 January 2003 the following nil cost options over the Company's ordinary shares of 10 pence each.
Under the terms of this LTIP award, vesting is on a sliding scale depending on Total Shareholder Return ("TSR") achieved over the period of the award. No vesting occurs unless the Company's TSR exceeds that of the bottom 50% of the companies constituting the FTSE 100 Index ("the Index") as at 29 November 1999. At this performance threshold, 30% of the conditional award vests. If TSR exceeds the bottom 80% of the Index, the award vests in full; between these thresholds vesting is on a straight line basis.
In respect of the performance period for the Fourth Annual Award, the Company out-performed all other companies constituting the Index. Therefore the conditional award now vests in full.
Vesting takes the form of a grant of a nil cost option exercisable at any time until the seventh anniversary of its date of grant.
| DIRECTOR | AWARD VESTING/ OPTIONS GRANTED | |
|---|---|---|
| Gareth Davis | 63,226 | |
| Robert Dyrbus | 37,152 |
R C Hannaford
Company Secretary
SMUGGLING OF IMPERIAL TOBACCO CIGARETTES CUT BY HALF
Imperial Tobacco today (10 January 2003) reassured the Public Accounts Committee that the concerns raised in its retrospective report on tobacco smuggling, had already been addressed. Latest estimates show that measures taken by the company over the last three years, in conjunction with HM Customs & Excise, have cut smuggling of Imperial Tobacco's cigarettes into the UK by more than 50 per cent.
Gareth Davis, chief executive of Imperial Tobacco, said: "Today's report is based on historical data and does not reflect the high level of co-operation that exists at all levels with HM Customs & Excise. Customs confirm they are satisfied that they are receiving all the information they require from Imperial Tobacco, and we are happy for this to be passed to the Comptroller and Auditor General. Furthermore, we fully expect to sign a Memorandum of Understanding in the near future, that builds on those already in place."
Since 1997 Imperial Tobacco has not entered any market where international cigarette brands were not already sold. The company has also introduced a range of anti-smuggling measures, which included:
Gareth Davis warned that, although the fall in overall cigarette smuggling was encouraging, it would remain a major problem due to the UK's high tobacco tax regime. He said: "The actions we have taken in conjunction with Customs have cut seizures of our cigarettes by more than half, but only the Government can tackle the root cause of smuggling, which is the excessively high level of UK tobacco tax."
For further information please contact:
| Frank Rogerson | Corporate Affairs Director | 0117 933 7533 | ||
| Liz Buckingham | Group PR Manager | 0117 933 7533 | ||
| Nicola Lindsay | Investor Relations Manager | 0117 933 7533 | ||
| Out of hours: | 07974 982 453 | |||
| Andrew Silverman |
Notes to Editors
The Company is aware that officers of German Customs Authorities this morning are searching the offices of its Reemtsma subsidiary in Hamburg. The Company understands that the officers are investigating alleged foreign trading and related violations by Reemtsma, prior to ownership by Imperial Tobacco Group PLC. A number of Reemtsma managers, including Mr Manfred Haussler, the Sales and Marketing Director of Imperial Tobacco Group PLC have been charged in connection with this investigation.
Imperial Tobacco will co-operate fully with the Authorities in their investigation. Until further details emerge the Company is not in a position to comment further.
Imperial Tobacco Group PLC and Reemtsma GmbH
Imperial Tobacco must correct current media reports.
Neither Mr Manfred Haussler, Sales & Marketing Director of Imperial Tobacco PLC, nor any other employee of either Reemtsma GmbH or Imperial Tobacco has been arrested in connection with the investigation launched in Germany today by German Customs Authorities concerning alleged trading violations or breach of UN sanctions against Iraq.
Imperial Tobacco would also like to confirm that it does not sell cigarettes to Iraq, either directly or indirectly, nor has Mr Haussler been implicated in the sale of cigarettes to Iraq.
As stated in the Company's announcement (RNS Number 1345G) dated 14 January 2003, the Company is aware that officers of German Customs Authorities are investigating alleged foreign trading and related violations by Reemtsma, prior to ownership by Imperial Tobacco Group PLC.
Imperial Tobacco will co-operate fully with the Authorities in their investigation.
The Company cannot make any further comment until further details are available.
14 January 2003: 1910
Notification of Directors' Interests pursuant to Companies Act 1985 Section 324 (2) and Section 329.
Gareth Davis, Robert Dyrbus and Manfred Haussler (together, "the Directors").
Imperial Tobacco Group PLC has today been informed that the Trustees of the Imperial Tobacco Group PLC Employee and Executive Benefit Trust (the Trust) disposed of ordinary shares of 10p each in the Company as detailed below and the Directors being potential beneficiaries under that Trust are deemed to have disposed of a non-beneficial interest in such shares.
| Date Disposed of | Number Disposed of | |
|---|---|---|
| 15 January 2003 | 383 |
The above disposal was the result of the Trust transferring shares a participant in the Company's Long Term Incentive Plan who exercised their option.
As a result of the above, the Trust's holding on 15 January 2003 was a total of 607,261 ordinary shares of 10p each in the Company.
T M Williams
Assistant Company Secretary
Notification of Directors' Interests pursuant to Companies Act 1985 Section 324 (2) and Section 329.
Gareth Davis, Robert Dyrbus and Manfred Haussler (together, "the Directors").
Imperial Tobacco Group PLC was today advised that the Trustees of the Company's Employee and Executive Benefit Trust disposed of ordinary shares of 10p each in the Company as detailed below and the Directors being potential beneficiaries under the Trust are deemed to have disposed of a non-beneficial interest in such shares.
| Date Disposed of | Number Disposed of | |
|---|---|---|
| 23 January 2003 | 100,378 |
The above disposal was the result of the Trust transferring ordinary shares of 10p each in the Company to two participant Directors in the Company's Long Term Incentive Plan (LTIP) following the exercise of nil cost options granted on 6 January 2003 upon the satisfaction of the performance conditions.
These shares were previously shown as contingent rights for each Director.
| Name | Number of options exercised and shares acquired | |
|---|---|---|
| Mr Gareth Davis | 63,226 | |
| Mr Robert Dyrbus | 37,152 |
As a result of the above, the Employee and Executive Benefit Trust now holds a total of 506,883 ordinary shares of 10p each in the Company.
T M Williams
Assistant Company Secretary
Notification of Directors' Interests pursuant to Companies Act 1985 Section 324 (2) and Section 329.
Gareth Davis, Robert Dyrbus and Manfred Haussler (together, "the Directors").
Imperial Tobacco Group PLC was today advised that the Trustees of the Company's Employee and Executive Benefit Trust disposed of ordinary shares of 10p each in the Company as detailed below and the Directors being potential beneficiaries under the Trust are deemed to have disposed of a non-beneficial interest in such shares.
| Date Disposed of | Number Disposed of | |
|---|---|---|
| 28 January 2003 | 96,438 |
The above disposal was the result of the Trust transferring ordinary shares of 10p each in the Company to two participant Directors in the Company's Share Matching Scheme following the vesting of awards.
These shares were previously shown as contingent rights for each Director.
| Name | Number of shares transferred | |
|---|---|---|
| Mr Gareth Davis | 58,852 | |
| Mr Robert Dyrbus | 37,586 |
As a result of the above, the Employee and Executive Benefit Trust now holds a total of 410,445 ordinary shares of 10p each in the Company.
T M Williams
Assistant Company Secretary
