Merger with Mirror Gp -Pt2

TRINITY PLC
30 July 1999




PART 2 

                          APPENDIX I

                 Conditions and further terms

     The  Offer  will comply with the Code and all  applicable
     Rules  and  Regulations of the London Stock Exchange  and
     will  be  governed by English law and be subject  to  the
     jurisdiction  of  the  Courts  of  England  and  to   the
     following conditions:

     (a)  valid  acceptances being received  (and  not,  where
          permitted, withdrawn) by not later than 3.00 p.m. on the first
          closing date of the  Offer (or such later time(s) and/or
          date(s) as Trinity may, subject to the rules of the Code,
          decide) in respect of not less than 90 per cent. (or such
          lesser percentage as Trinity may decide) in nominal value of
          the Mirror Group Shares to which the Offer relates, provided
          that this condition shall not be satisfied unless Trinity
          (together with any of its wholly-owned subsidiaries) shall
          have acquired or agreed to acquire directly or indirectly
          (whether pursuant to the Offer or otherwise) Mirror Group
          Shares carrying in aggregate more than 50 per cent. of the
          voting rights then normally exercisable at general meetings of
          Mirror Group including for this purpose, to the extent (if
          any) required by the Panel, any such voting rights attaching
          to any Mirror Group Shares unconditionally allotted or issued
          before the Offer becomes or is declared unconditional as to
          acceptances, whether pursuant to the exercise of conversion or
          subscription rights or otherwise.  For the purposes of this
          condition:
          
          (i)  shares which have been unconditionally allotted
               shall  to the extent (if any) required  by  the
               Panel  be  deemed  to carry the  voting  rights
               which  they will carry upon their being entered
               in the register of members of Mirror Group;
               
          (ii) the  expression 'Mirror Group Shares  to  which
               the  Offer  relates'  shall  be  construed   in
               accordance  with sections 428 to  430F  of  the
               Companies Act 1985; and
               
         (iii) valid  acceptances shall  be  treated  as
               having  been received in respect of any  Mirror
               Group Shares which Trinity and its subsidiaries
               shall,  pursuant  to  section  429(8)  of   the
               Companies  Act  1985,  be  treated  as   having
               acquired or contracted to acquire by virtue  of
               acceptances of the Offer;
               
     (b)  the  passing at an extraordinary general meeting  of
          Trinity (or at any adjournment of it) of such resolution(s) as
          may be necessary to approve, implement and effect the Merger
          and any acquisition of Mirror Group Shares pursuant to the
          Merger;
          
     (c)  the  London Stock Exchange agreeing to admit to  the
          Official List the New Trinity Shares to be issued pursuant to
          the Merger and (unless or to the extent the Panel agrees
          otherwise) such admission becoming effective in accordance
          with the Listing Rules or (if determined by Trinity and with
          the consent of the Panel) the London Stock Exchange agreeing
          to admit such shares to the Official List subject only to (i)
          the allotment of such shares and/or (ii) the Offer becoming or
          being declared unconditional in all respects;
          
     (d)  the  final wording of the conditions attached to the
          Secretary of State for Trade and Industry's consent to the
          transfer of Mirror Group's newspaper titles to Trinity being
          reasonably acceptable to Trinity and Mirror Group;
          
     (e)  save as stated in the announcement made by the Secretary
          of State for Trade and Industry on 23 July 1999, no relevant
          authority having without the consent or agreement of Trinity
          prior to the date the Offer becomes otherwise unconditional in
          all respects decided to take, institute, implement or
          threaten, and there not continuing to be outstanding, any
          action, proceeding, suit, investigation, enquiry or reference,
          and no relevant authority having enacted, made or proposed,
          any statute, regulation, decision or order or done anything in
          each case that would or might:
          
          (i)  make  the Merger, the Offer or their respective
               implementation or the acquisition by Trinity of
               any   Mirror  Group  Shares,  or  the  proposed
               acquisition of control of Mirror Group  by  any
               member    of    the   Trinity   Group,    void,
               unenforceable and/or illegal under the laws  of
               any  jurisdiction,  or  otherwise  directly  or
               indirectly restrain, restrict, prohibit,  delay
               or  otherwise  to  a material extent  interfere
               with   the   implementation   of,   or   impose
               additional   conditions  or  obligations   with
               respect to, or otherwise challenge or interfere
               with, the Merger, the Offer or their respective
               implementation or the acquisition of any Mirror
               Group  Shares  or the proposed  acquisition  of
               control  of Mirror Group by any member  of  the
               Trinity Group;
               
          (ii) require, prevent or delay a divestiture by  any
               member of the Wider Trinity Group of any of the
               shares  in  Mirror Group or any member  of  the
               Wider Mirror group;
               
         (iii) require, prevent or delay the divestiture,
               or  alter  the terms envisaged for any proposed
               divestiture, by any member of the Wider Trinity
               Group  or  by  any member of the  Wider  Mirror
               group, in any such case, of all or any part  of
               their   respective   businesses,   assets    or
               properties  or  impose any  limitation  on  the
               ability  of  any  member of the  Wider  Trinity
               Group or the Wider Mirror group to conduct  all
               or  any  portion of their respective businesses
               (or  any  of them) or to own all or any portion
               of their respective assets or properties which,
               in  any  such  case, would be material  in  the
               context of the Merger or the Offer;
               
          (iv) impose any material limitation on, or result in
               a  material delay in, the ability of any member
               of the Wider Trinity Group or any member of the
               Wider Mirror group to acquire, or to hold or to
               exercise  effectively, directly or  indirectly,
               all  or  any rights of ownership in respect  of
               shares  or other securities (or the equivalent)
               in  any member of the Wider Mirror group or the
               Wider Trinity Group respectively or to exercise
               management  rights  or control  over  any  such
               member  which,  in  any  such  case,  would  be
               material  in the context of the Merger  or  the
               Offer;
               
          (v)  save pursuant to the Offer or Part XIIIA of the
               Companies  Act 1985 require any member  of  the
               Wider  Trinity  Group or of  the  Wider  Mirror
               group  to  acquire, or offer  to  acquire,  any
               shares  or other securities (or the equivalent)
               in  any member of the Wider Mirror group or the
               Wider  Trinity Group owned by any  third  party
               which,  in any such case, would be material  in
               the context of the Merger or the Offer;
               
          (vi) result in any member of the Wider Trinity Group
               or the Wider Mirror group ceasing to be able to
               carry  on  business  under any  name  which  it
               presently  does so (the consequences  of  which
               would  be material in the context of the Merger
               or the Offer);
               
         (vii) impose  any limitation on the ability  of
               any  member of the Wider Trinity Group  or  the
               Wider  Mirror group to integrate or co-ordinate
               its  business,  or any part  of  it,  with  the
               business   or any part of the business  of  any
               other  member in a way which would be  material
               in the context of the Merger or the Offer; or
               
        (viii) otherwise affect adversely any or all  of
               the  business, assets, profits or prospects  of
               any  member of the Wider Trinity Group  or  any
               member of the Wider Mirror group in a way which
               would  be material in the context of the Merger
               or the Offer,
               
          and  all  applicable waiting and other time  periods
          (including any extensions thereof) during which  any
          relevant  authority could decide to take, institute,
          implement or threaten any action, proceeding,  suit,
          investigation, enquiry or reference,  or  any  other
          step  under  the  laws  of any jurisdiction,  having
          expired, lapsed or been terminated;
          
     (f)  all necessary notifications, filings and applications,
          including such notifications, filings and applications as may
          be required to national or supranational merger authorities,
          having been made and all applicable waiting or other time
          periods (including any extensions thereof) under any
          applicable legislation and regulations in any jurisdiction
          having expired, lapsed or been terminated, in each case as may
          be necessary in connection with the Merger, the Offer or their
          respective implementation or the acquisition by any member of
          the Trinity Group of any shares or other securities in, or
          control of, Mirror Group and all authorisations  and
          determinations deemed necessary or reasonably appropriate by
          Trinity for or in respect of the Merger, the Offer or their
          respective implementation or the proposed acquisition of any
          shares or other securities in, or control of, Mirror Group by
          any member of the Trinity Group having been obtained on terms
          and in a form reasonably satisfactory to Trinity and Mirror
          Group from all relevant authorities or persons with whom any
          member of the Wider Mirror group has entered into contractual
          arrangements and all such authorisations and determinations,
          together with all authorisations and determinations necessary
          or appropriate to carry on a business of any member of the
          Wider Mirror group or the Wider Trinity Group which is
          material in the context of the Merger or the Offer, remaining
          in full force and effect and there being no intimation of an
          intention to revoke, restrict or not to renew the same at the
          time at which the Offer becomes or is declared otherwise
          unconditional in all respects and all filings necessary for
          such purpose having been made and there being no intimation or
          notice of any intention to revoke, suspend, restrict, modify
          or not renew any of the same and all necessary statutory or
          regulatory obligations in any jurisdiction having been
          complied with;
          
     (g)  except as disclosed in writing by Mirror Group to Trinity
          or by Trinity to Mirror Group prior to 30 July 1999, there
          being no provision of any agreement, arrangement, lease,
          licence, permit, franchise or other instrument to which any
          member of the Wider Mirror group or the Wider Trinity Group is
          a party or by or to which any such member or any of its assets
          may be bound, entitled or subject which, as a result of the
          Merger, the Offer or the acquisition or proposed acquisition
          by the Trinity Group of any Mirror Group Shares or other
          Mirror Group securities, or of the proposed acquisition of
          control of Mirror Group by the Trinity Group, or of a change
          in the control or management of Mirror Group or any member of
          the Wider Mirror group, would or might reasonably be expected
          to result, to an extent which would be material in the context
          of the Merger or the Offer, in:

          (i)  any   moneys   borrowed  by,   or   any   other
               indebtedness  (actual  or  contingent)  of  any
               member  of the Wider Mirror group or the  Wider
               Trinity  Group being or becoming  repayable  or
               capable of being declared repayable immediately
               or  earlier than the repayment or maturity date
               stated  in such agreement, arrangement,  lease,
               licence,  permit, franchise or other instrument
               or  the  ability of any such member  to  borrow
               monies  or  incur  any  indebtedness  being  or
               becoming   capable   of  being   withdrawn   or
               inhibited;
               
          (ii) any   such   agreement,   arrangement,   lease,
               licence,  permit, franchise or other instrument
               or  the  rights,  liabilities,  obligations  or
               interests  of  any member of the  Wider  Mirror
               group  or  the  Wider Trinity Group  being,  or
               becoming   capable  of  being,  terminated   or
               materially  and adversely modified or  affected
               or any onerous obligation arising or any action
               being taken or liability arising thereunder;
               
         (iii) any interest or business of any member of
               the  Wider  Mirror group or the  Wider  Trinity
               Group  in  or  with  any  other  person,  firm,
               company  or body (or any arrangements  relating
               to    such   interests   or   business)   being
               terminated,  materially and adversely  modified
               or adversely affected;
               
          (iv) any  asset, property or interest of any  member
               of  the Wider Mirror group or the Wider Trinity
               Group  being  or falling to be disposed  of  or
               charged  in any manner howsoever, or any  right
               arising  under which any such asset or interest
               could be required to be disposed of or charged,
               other than in the ordinary course of business;
               
          (v)  the  creation  or enforcement of any  mortgage,
               charge  or  other  security interest  over  the
               whole or any part of the business, property  or
               assets of any member of the Wider Mirror  group
               or   the  Wider  Trinity  Group,  or  any  such
               security  interest (whether existing or  having
               arisen) becoming enforceable;
               
          (vi) any  member  of the Wider Mirror group  or  the
               Wider  Trinity Group being required to  acquire
               or  repay any shares in and/or indebtedness  of
               any  member  of the Wider Mirror group  or  the
               Wider Trinity Group owned by any third party;
               
         (vii) the financial or trading prospects of any
               member  of the Wider Mirror group or the  Wider
               Trinity  Group  being prejudiced  or  adversely
               affected;
               
        (viii) the  creation or assumption  of  material
               liabilities  by any member of the Wider  Mirror
               group or the Wider Trinity Group; or
               
          (ix) any  member  of the Wider Mirror group  or  the
               Wider Trinity Group ceasing to be able to carry
               on  business  under  any name  under  which  it
               currently does so;
               
     (h)  except as publicly announced by Mirror Group or Trinity
          through the London Stock Exchange prior to 30 July 1999 no
          member of the Wider Mirror group having since 3 January 1999
          and no member of the Wider Trinity Group having since
          27 December 1998:
          
          (i)  (save  as between Mirror Group and wholly-owned
               subsidiaries  of  Mirror  Group   and   between
               Trinity   and   wholly-owned  subsidiaries   of
               Trinity  or  for  Mirror  Group  Shares  issued
               pursuant  to  the  exercise of options  granted
               under the Mirror Group Share Option Schemes  or
               for  Trinity  Shares  issued  pursuant  to  the
               exercise  of options granted under the  Trinity
               Share  Option Schemes, prior to 30  July  1999)
               issued  additional  shares  of  any  class,  or
               securities  convertible  into  or  exchangeable
               for,   or   rights,  warrants  or  options   to
               subscribe  for or acquire, any such  shares  or
               securities;
               
          (ii) recommended, declared, paid or made  any  bonus
               in   respect  of  shares,  dividend  or   other
               distribution,  whether  payable  in   cash   or
               otherwise,  other than between members  of  the
               Mirror    group    and   the   Trinity    Group
               respectively;
               
         (iii) save for transactions between members  of
               the   Mirror   group  and  the  Trinity   Group
               respectively,  made  any  change  in  its  loan
               capital  or effected or implemented any  merger
               or   demerger   or   acquired,   disposed   of,
               transferred,  mortgaged,  charged,  or  granted
               security  over  any material assets  (including
               shares and trade investments) other than in the
               ordinary course of business;
               
          (iv) purchased,  redeemed or repaid any of  its  own
               shares or other securities, or reduced or  made
               any  other  change  to any part  of  its  share
               capital;
               
          (v)  issued any debentures or (save for transactions
               between  members of the Mirror  group  and  the
               Trinity   Group   respectively)   incurred   or
               increased any indebtedness or become subject to
               any  contingent liability which is material  in
               the  context of the Wider Trinity Group or  the
               Wider Mirror group as applicable;
               
          (vi) entered  into,  or  varied, or  terminated  any
               contract, transaction or commitment (whether in
               respect  of  capital expenditure or  otherwise)
               which  is of a loss-making, long-term,  onerous
               or   unusual  nature  or  magnitude  or   which
               involves or could involve an obligation of such
               a nature or magnitude or which is other than in
               the ordinary course of business or which is  or
               could be materially restrictive to the business
               of  any member of the Wider Mirror group or the
               Wider Trinity Group;
               
         (vii) implemented     any    reconstruction,
               amalgamation,  scheme,  commitment   or   other
               transaction  or arrangement otherwise  than  in
               the  ordinary  course  of  business,  which  is
               material  in  the  context the  Merger  or  the
               Offer;
               
         viii) waived or compromised any claim other than
               in  the  ordinary course of business, which  is
               material in the context of the Mirror group  or
               the Trinity Group;
               
          (ix) taken  any  corporate action or had  any  legal
               proceedings  started or threatened  against  it
               for    its    winding-up,    dissolution     or
               reorganisation  or  for the  appointment  of  a
               receiver,        administrative       receiver,
               administrator,  trustee or similar  officer  or
               other  encumbrancer of all or any of its assets
               or revenues or any analogous proceedings in any
               jurisdiction  or had any such person  appointed
               or proposed any voluntary winding up;
               
          (x)  made  any  alteration  to  its  memorandum   or
               articles of association or other constitutional
               documents  which is material in the context  of
               the Merger or the Offer;
               
          (xi) entered  into  or  amended  the  terms  of  any
               contract  between Mirror Group and any  of  the
               directors  of  Mirror Group or between  Trinity
               and  any  of the directors of Trinity which  is
               material  in the context of the Merger  or  the
               Offer;
               
         (xii) entered into any contract, commitment, arrangement
               or agreement, or passed any resolution or made any offer
               (which remains open for acceptance) with respect to, or
               authorised or announced any intention to, or proposed to,
               effect, any of the transactions, matters or events referred to
               in this condition; or
               
       (xiii)  made or agreed or consented to any significant
               change to the terms of the trust deeds constituting the
               pension schemes established for its directors, employees or
               their dependants or to the benefits which accrue, or to the
               pensions which are payable, thereunder, or to the basis on
               which qualification for, or accrual or entitlement to, such
               benefits or pensions are calculated or determined or to the
               basis upon which the liabilities (including pensions) of such
               pension schemes are funded or made, or agreed or consented to
               any change to the trustees involving the appointment of a
               trust corporation which is, in any such case, material in the
               context of the Merger or the Offer;

     (i)  since 3 January 1999, and save as disclosed in the annual
          report and accounts of Mirror Group for the year then ended or
          publicly announced by Mirror Group through the London Stock
          Exchange prior to 30 July 1999:
          
          (i)  no  adverse  change  or  deterioration  in  the
               business,  financial  or  trading  position  or
               profits or assets or prospects of any member of
               the Wider Mirror group having occurred;
               
          (ii) no    litigation,   arbitration    proceedings,
               prosecution,  investigation  by  any   relevant
               authority or other legal proceedings  to  which
               any  member of the Wider Mirror group is or may
               become   a  party  (whether  as  plaintiff   or
               claimant or defendant or otherwise) having been
               instituted  or  threatened or announced  by  or
               remaining outstanding against or in respect  of
               any member of the Wider Mirror group; and
               
         (iii) no  contingent or other liability  having
               arisen  or  become  apparent to  Trinity  which
               would  or  might  reasonably  be  expected   to
               adversely affect any member of the Wider Mirror
               group;
               
          and  which,  in  any such case, is material  in  the
          context of the Merger or the Offer;
          
     (j)  since 28 December 1998, and save as disclosed in the
          annual report and accounts of Trinity for the year then ended
          or publicly announced by Trinity through the London Stock
          Exchange prior to 30 July 1999:
          
          (i)  no  adverse  change  or  deterioration  in  the
               business,  financial  or  trading  position  or
               profits or assets or prospects of any member of
               the Wider Trinity Group having occurred;
               
          (ii) no    litigation,   arbitration    proceedings,
               prosecution,  investigation  by  any   relevant
               authority or other legal proceedings  to  which
               any member of the Wider Trinity Group is or may
               become   a  party  (whether  as  plaintiff   or
               claimant or defendant or otherwise) having been
               instituted  or  threatened or announced  by  or
               remaining outstanding against or in respect  of
               any member of the Wider Trinity Group; and
               
         (iii) no  contingent or other liability  having
               arisen or become apparent to Mirror Group which
               would  or  might  reasonably  be  expected   to
               adversely  affect  any  member  of  the   Wider
               Trinity Group;
               
          and  which,  in  any such case, is material  in  the
          context of the Merger or the Offer;
          
     (k)  Trinity not having discovered (after the date of this
          announcement) as regards Mirror Group and Mirror Group not
          having discovered (after the date of this announcement) as
          regards Trinity:
          
          (i)  that   any   financial,   business   or   other
               information concerning any member of the  Wider
               Mirror  group or the Wider Trinity Group  which
               has  been disclosed at any time by or on behalf
               of  any  member  of  the  Wider  Mirror  group,
               whether  publicly, to any member of  the  Wider
               Trinity Group, or otherwise, or by or on behalf
               of  any  member  of  the Wider  Trinity  Group,
               whether  publicly, to any member of  the  Wider
               Mirror  group,  or  otherwise,  is  misleading,
               contains  a misrepresentation of fact or  omits
               to   state  a  fact  necessary  to  make   that
               information not misleading which, in  any  such
               case,  has not been corrected by any subsequent
               announcement through the London Stock  Exchange
               prior to 30 July 1999; or
               
          (ii) that  any  past or present member of the  Wider
               Mirror  group  or  the Wider Trinity  Group  is
               subject   to   any  liability  (contingent   or
               otherwise) which is not disclosed in  its  last
               published annual report and accounts or has not
               been  publicly  announced  through  the  London
               Stock  Exchange   or disclosed  to  Trinity  or
               Mirror  Group as appropriate prior to  30  July
               1999; or
               
         (iii) any  information which affects the import
               of  any information disclosed at any time by or
               on  behalf  of  any member of the Wider  Mirror
               group or the Wider Trinity Group;
               
          and  which,  in  any such case, is material  in  the
          context of the Merger or the Offer.
          
     For the purposes of these conditions:
     
     'authorisations'  means authorisations,  orders,  grants,
     recognitions,  certifications,  confirmations,  consents,
     licences,   clearances,   exemptions,   permissions   and
     approvals;
     
     'Wider  Trinity  Group' means Trinity and its  subsidiary
     undertakings,  associated  undertakings  and  any   other
     undertaking  or partnership or company in  which  Trinity
     and  such undertakings (aggregating their interests) have
     a  substantial  interest and, for the  purposes  of  this
     paragraph  and  the paragraph relating to  'Wider  Mirror
     group'   below,  'subsidiary  undertaking',   'associated
     undertaking',  'holding company' and  'undertaking'  have
     the  meanings  given by the Companies Act 1985  (but  for
     this  purpose ignoring paragraph 20(1)(b) of Schedule  4A
     of  the  Companies  Act 1985) and 'substantial  interest'
     means  a  direct or indirect interest in 20 per cent.  or
     more of the equity share capital (as defined in that Act)
     of an undertaking;
     
     'Wider   Mirror  group'  means  Mirror  Group   and   its
     subsidiary undertakings, associated undertakings and  any
     other  undertaking  or partnership or  company  in  which
     Mirror  Group  and  such undertakings (aggregating  their
     interests) have a substantial interest; and
     
     'relevant  authority'  means any  government,  government
     department     or    governmental,    quasi-governmental,
     supranational,  statutory,  regulatory  or  investigative
     body,  court,  stock exchange, trade agency, professional
     association  or institution, environmental  body  or  any
     other person or body whatsoever in any jurisdiction.
     
     Trinity  reserves the right to waive all or  any  of  the
     conditions in paragraphs (d) to (k) above, in whole or in
     part  provided that, subject in each case to the  proviso
     referred  to below and to the requirements of the  Panel,
     it  will only waive the conditions in paragraphs (d), (e)
     and  (f) above with the prior consent of Mirror Group and
     will waive the conditions in paragraphs (g), (h) and  (k)
     (so  far as they relate to Trinity) and (j) above  if  so
     required by Mirror Group.  Trinity reserves the right  to
     extend  the time required under the Code for satisfaction
     of condition (a) until such time as conditions (b) to (k)
     inclusive  have been satisfied, fulfilled or waived.   If
     Trinity  is  required by the Panel to make an  offer  for
     Mirror Group Shares under the provisions of Rule 9 of the
     Code,  Trinity  may make such alterations  to  the  above
     conditions of the Offer, including condition (a), as  are
     necessary to comply with the provisions of that  Rule  or
     as a consequence of the Merger being so implemented.
     
     If the recommendation of the Board of Mirror Group to the
     Merger  is  withdrawn  or adversely  modified  or  if  an
     announcement  pursuant to Rule  2.5  of  the  Code  of  a
     competing  offer (or the equivalent, and whether  or  not
     subject  to pre-conditions) is made for Mirror Group,  as
     determined by the Panel,  Trinity reserves the  right  to
     waive  all or any of the conditions in paragraphs (d)  to
     (k)   above,  in  whole  or  in  part,  in  its  absolute
     discretion  and without any requirement or obligation  to
     seek or obtain the prior consent of Mirror Group.
     
     The Offer will lapse unless all the above conditions have
     been fulfilled or (if capable of being waived) waived or,
     where   appropriate,  have  been  determined  by  Trinity
     and/or,  if  applicable, Mirror  Group  (subject  to  the
     proviso  referred  to above) in its or  their  reasonable
     opinion  to be or remain satisfied by no later than  3.00
     p.m.  on the day falling 21 days after the latest of  the
     first closing date of the Offer and the date on which the
     Offer   becomes  or  is  declared  unconditional  as   to
     acceptances  or  (in each case) such later  date  as  the
     Panel may agree, provided that neither Trinity nor Mirror
     Group shall be under any obligation to waive or treat  as
     fulfilled  any  of conditions (b) to (k) inclusive  by  a
     date earlier than the latest date specified above for the
     fulfilment   thereof  notwithstanding  that   the   other
     conditions  of  the Offer may at such earlier  date  have
     been fulfilled and that there are at such earlier date no
     circumstances indicating that any of such conditions  may
     not be capable of fulfillment.
     
     Overseas shareholders
     
     The availability of the Offer to persons not resident  in
     the  UK  may  be  affected by the laws  of  the  relevant
     jurisdiction.  Shareholders who are not resident  in  the
     UK  should  inform  themselves about,  and  observe,  any
     applicable requirements.
     
     The Offer will not be made, directly or indirectly, in or
     into,  and will not be capable of acceptance in or  from,
     the United States, Canada, Australia or Japan, subject to
     certain  exceptions.  Accordingly, this  announcement  is
     not  being  and,  unless  the  agreement  of  Trinity  is
     obtained,  the  Merger Document and any related  offering
     documents  will  not  be,  and must  not  be,  mailed  or
     otherwise distributed or sent in, into or from the United
     States,  Canada,  Australia or Japan  and  doing  so  may
     render  invalid any purported acceptance  of  the  Offer,
     subject to certain exceptions.
     
     The New Trinity Shares to be issued pursuant to the Offer
     have  not  been and will not be registered under  the  US
     Securities  Act  of  1933,  as  amended,  or  under   the
     securities laws of any state or other jurisdiction of the
     United  States,  Canada, Australia  or  Japan.   The  New
     Trinity   Shares  may  not  be  offered,  sold,   resold,
     delivered or transferred, directly or indirectly,  in  or
     into the United States, Canada, Australia or Japan except
     pursuant  to exemptions from that Act or other applicable
     requirements of such jurisdictions and with the agreement
     of  Trinity.   This press release does not constitute  an
     offer  of  securities  for sale  in  the  United  States,
     Canada, Australia or Japan.
     
     
     
                          APPENDIX II
                               
                Financial effects of acceptance
                               
The  following tables set out, for illustrative purposes only,
on  the bases and assumptions set out in the notes below,  the
financial  effects  on capital value and gross  income  for  a
holder of 1000 Mirror Group Shares validly accepting the Offer
(ignoring  the  Mix  and Match Election), assuming  the  Offer
becomes or is declared unconditional in all respects:

A.   Increase in capital value

                                                Notes   Offer
                                                         (£)
Market value of 325 New Trinity Shares          (1)   1,894.75
Cash consideration                                      820.00
Value of consideration                                2,714.75                

Market value of 1000 Mirror Group Shares        (2)   2,550.00
Increase in capital value                               164.75
Representing an increase of:                               6.5%


B.   Gross income effect

                                                Notes   Offer
                                                        (£)
Gross dividend income from 325 Trinity Shares   (3)    54.35
Gross   income  from  reinvestment of cash      (4)    44.52
consideration
Gross income from consideration available              98.87
pursuant to the Offer
                                                           
Gross dividend from 1000 Mirror Group Shares    (5)   61.11
                                                           
Increase in gross income                              37.76
                                                             
Representing an increase of:                           61.8%


Notes:
1.  The  market value of New Trinity Shares is based on  the
    middle-market quotation of a Trinity Share of 583  pence  as
    derived from the Official List at the close of business on 29
    July  1999,  the  latest  practicable  date  prior  to  this
    announcement.

2.  The market value of Mirror Group Shares is based on  the
    middle-market quotation of a Mirror Group Share of 255 pence
    as derived from the Official List at the close of business on
    29  July  1999,  the latest practicable date prior  to  this
    announcement.

3.  The gross dividend income on New Trinity Shares is based
    on the aggregate of (i) the final dividend of 10.1 pence (net)
    per  Trinity  Share  paid in respect of the  year  ended  27
    December  1998  together with an associated  tax  credit  of
    10/90ths of the amount paid and (ii) the interim dividend of
    4.4 pence (net) per Trinity Share paid in respect of the  26
    week period ended 28 June 1998 together with an associated tax
    credit of 20/80ths of the amount paid.

4.  The  gross  income  on the cash consideration  has  been
    calculated on the assumption that the cash is reinvested  to
    yield approximately 5.43 per cent. per annum, being the gross
    yield shown by the FT Actuaries average gross redemption yield
    for medium coupon British Government securities of maturities
    of  5 to 15 years as published in the Financial Times on  29
    July  1999,  the  latest  practicable  date  prior  to  this
    announcement.

5.  The gross dividend income on Mirror Group Shares is based
    on the aggregate of (i) the final dividend of 3.7 pence (net)
    per  Mirror Group Share paid in respect of the year ended  3
    January  1999  together  with an associated  tax  credit  of
    10/90ths of the amount paid and (ii) the interim dividend of
    1.6 pence (net) per Mirror Group Share paid in respect of the
    27 week period ended 5 July 1998 together with an associated
    tax credit of 20/80ths of the amount paid.

6.  No account has been taken of fractional entitlements  or
    any liability to taxation (except as mentioned in notes 3 and
    5 above).



                               
                               
                         APPENDIX III
                               
                          Definitions

'Admission'         admission  of  the New Trinity  Shares  to
                    the  Official  List of  the  London  Stock
                    Exchange
                    
'Code'              The City Code on Takeovers and Mergers
                    
'Earnings Per       with  respect  to  Trinity,  is  based  on
Share'              profit  for  the financial  period  (after
                    taxation  and minority interest), adjusted
                    to   eliminate  profit  on   disposal   of
                    discontinued  activities  and  exceptional
                    items  (net of the tax effects),  and  the
                    weighted average number of Trinity  Shares
                    ranking for dividend
                    
                    with respect to Mirror Group, is based  on
                    profit  on ordinary activities after  tax,
                    adjusted    for    the   elimination    of
                    exceptional items (net of the tax  effect)
                    (including    loss    on    disposal    of
                    investments  and  loss on  termination  of
                    operations)   and  the  weighted   average
                    number of Mirror Group Shares ranking  for
                    dividend
                    
'Extraordinary      the   extraordinary  general  meeting   of
General Meeting' or Trinity  to be convened in due  course  to
'EGM'               approve,  inter alia, the Merger  and  the
                    Offer
                    
'Greenhill & Co.'   Greenhill & Co. International Limited
                    
'Listing Rules'     the  listing  rules of  the  London  Stock
                    Exchange
                    
'London Stock       London Stock Exchange Limited
Exchange'           

'Merged Group'      the  Trinity  Group  as  enlarged  by  the
                    Merger
                    
'Merger'            the   proposed  merger  of  Trinity   with
                    Mirror  Group to be effected by  means  of
                    the Offer
                    
'Merger Document'   the  document  containing  the  Offer  and
                    details  of  the  Merger  to  be  sent  to
                    Mirror Group Shareholders
                    
'Mirror Group'      Mirror Group PLC
                    
'Mirror group'      Mirror    Group    and   its    subsidiary
                    undertakings
                    
'Mirror Group       the current directors of Mirror Group
Directors' or       
'Directors of
Mirror Group'

'Mirror Group       the holders of Mirror Group Shares
Shareholders'       

'Mirror Group       the  existing unconditionally allotted  or
Shares'             issued  and fully paid ordinary shares  of
                    25p  each in Mirror Group and any  further
                    such    ordinary    shares    which    are
                    unconditionally allotted or issued  before
                    the  date on which the Offer ceases to  be
                    open   for  acceptance  (or  such  earlier
                    date(s)  as Trinity, subject to the  Code,
                    may determine)
                    
'Mirror Group Share The  Mirror Group PLC 1991 Executive Share
Option Schemes'     Option   Scheme,  The  Mirror  Group   PLC
                    Sharesave    Scheme   and   The    Midland
                    Independent  Newspapers  Savings   Related
                    Share Option Scheme
                    
'Mix and Match      the  facility  under  which  Mirror  Group
Election'           Shareholders (other than certain  overseas
                    shareholders)  who  validly   accept   the
                    Offer  may elect, subject to availability,
                    to  vary  the  proportion  in  which  they
                    receive  New  Trinity Shares and  cash  in
                    respect of their holdings of Mirror  Group
                    Shares
                    
'Net Assets'        the  net  assets  of  either  Trinity   or
                    Mirror   Group   as   stated   in    their
                    respective  audited  financial  statements
                    as at the relevant dates
                    
'New Trinity        ordinary shares of 10p each in Trinity  to
Shares'             be  issued credited as fully paid pursuant
                    to the Offer
                    
'Offer'             the  offer to be made Greenhill & Co.  and
                    Salomon  Smith Barney on behalf of Trinity
                    as  described in this document to  acquire
                    Mirror  Group Shares not already owned  by
                    Trinity  at  the time the  Offer  is  made
                    and,   where   the  context  admits,   any
                    subsequent revision, variation,  extension
                    or renewal thereof
                    
'Official List'     the  Official  List of  the  London  Stock
                    Exchange
                    
'Operating Profit'  with  respect to Trinity, the consolidated
                    operating     profit    from    continuing
                    operations   (including  acquisitions)   ,
                    adjusted  to eliminate exceptional  items,
                    for the relevant financial period
                    
                    with   respect   to  Mirror   Group,   the
                    consolidated   total   operating   profit,
                    adjusted  to eliminate exceptional  items,
                    for the relevant financial period
                    
'Panel'             The Panel on Takeovers and Mergers
                    
'Pro Forma          the    aggregate   of   the   consolidated
Operating Profit'   operating     profit    from    continuing
                    operations  (including  acquisitions)   of
                    Trinity  for  the year ended  27  December
                    1998   and   the  consolidated   operating
                    profit  of Mirror Group for the  53  weeks
                    ended   3   January  1999,   adjusted   to
                    exclude:
                    
                    -   Mirror  Group's share of  associated
                        undertakings' operating profit;
                    -   all  exceptional items (which  would
                        have increased Pro Forma Operating Profit
                        by £9 million); and
                    -   Mirror  Group's operating loss  from
                        its  television  activities  (being  £9
                        million)
                       
'Pro Forma          the    aggregate   of   the   consolidated
Turnover'           turnover    from   continuing   operations
                    (including  acquisitions) of  Trinity  for
                    the  year ended 27 December 1998  and  the
                    consolidated turnover of Mirror Group  for
                    the   53  weeks  ended  3  January   1999,
                    adjusted  to exclude the turnover  of  the
                    television activities of Mirror Group  for
                    that period (being £15 million)
                    
'Salomon Smith      Salomon Brothers International Limited
Barney'             

'SG Hambros'        SG  Hambros Corporate Finance Advisory,  a
                    division of Societe Generale S.A.
                    
'Trinity'           Trinity plc
                    
'Trinity Directors' the current directors of Trinity
or 'Directors of    
Trinity'

'Trinity Group'     Trinity and its subsidiary undertakings
                    
'Trinity Shares'    ordinary shares of 10p each in Trinity
                    
'Trinity            holders of Trinity Shares
Shareholders'       

'Trinity Share      The  Trinity Approved Share Option  Scheme
Option Schemes'     1997,  the  Trinity  Unapproved  Executive
                    Share  Option  Scheme  1997,  The  Trinity
                    Savings-Related Share Option Scheme  1997,
                    The   Trinity   Executive   Share   Option
                    Scheme, The Trinity Restricted Share  Plan
                    1997   and   The  Trinity  Savings-Related
                    Share Option Scheme 1987
                    
'Turnover'          the     consolidated    turnover     (from
                    continuing      operations,      including
                    acquisitions) of Trinity or  Mirror  Group
                    for the relevant financial period
                    
'United Kingdom'    the  United  Kingdom of Great Britain  and
or 'UK'             Northern Ireland
                    
'United States'     the   United   States  of   America,   its
or 'US'             territories and possessions, any State  of
                    the   United  Sates  of  America  and  the
                    District of Columbia
                    
'Warburg Dillon     the investment banking division of UBS AG
Read'