Offer for Southnews - Part 2

Trinity Mirror PLC
27 October 2000


PART 2


                            APPENDIX I

           CONDITIONS AND FURTHER TERMS OF THE OFFER
                               

The  Offer  will comply with the Code and will be governed  by
English  law.  It will be subject to the jurisdiction  of  the
courts of England and will be made on the terms and conditions
set  out  below,  in  the  Offer  Document  and  the  Form  of
Acceptance.

1.   The Offer will be subject to the following conditions:
     
     (a)  valid acceptances of the Offer being received (and not,
          where permitted, withdrawn) by 3.00 p.m. on the First Closing
          Date (or such later time(s) and/or date(s) as Trinity Mirror
          Regionals may, subject to the rules of the Code, decide) in
          respect of not less than 90 per cent. (or such lesser
          percentage as Trinity Mirror Regionals may decide) in nominal
          value of the Southnews Shares to which the Offer relates,
          provided that this condition will not be satisfied unless
          Trinity Mirror Regionals (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, Southnews Shares carrying in aggregate more than 50
          per cent. of the voting rights then normally exercisable at
          general meetings of Southnews including for the purpose of
          this condition, to the extent (if any) required by the Panel,
          any such voting rights attaching to any Southnews 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 they will carry upon their being entered in
               the register of members of Southnews;

         (ii)  the expression 'Southnews Shares to which the Offer
               relates' shall be construed  in accordance with sections 428
               to 430F of the Companies Act; and
             
        (iii)  valid acceptances shall be treated as having been
               received in respect of any Southnews Shares which Trinity
               Mirror Regionals and/or its subsidiaries shall, pursuant to
               section 429(8) of the Companies Act, be treated as having
               acquired or contracted to acquire by virtue of acceptances of
               the Offer;
     
     (b)  it   having  been  indicated,  in  terms  reasonably
          satisfactory to Trinity Mirror, that it is not the intention
          of the Secretary of State for Trade and Industry to refer the
          proposed acquisition of Southnews by Trinity Mirror Regionals
          or any matter related thereto or arising therefrom to the
          Competition Commission;

     (c)  consent by the Secretary of State for Trade and Industry
          to the proposed transfer to Trinity Mirror Regionals of the
          newspapers and newspaper assets of Southnews having been
          received pursuant to section 58(4) of the Fair Trading Act
          1973, without a report from the Competition Commission, such
          consent being unconditional or subject only to conditions
          which are reasonably satisfactory to Trinity Mirror;

     (d)  consent by the Secretary of State for Trade and Industry
          to the proposed transfer to Trinity Mirror Regionals of the
          newspapers and newspaper assets of Southnews having been
          received pursuant to section 58 of the Fair Trading Act 1973,
          such consent being unconditional or subject only to conditions
          which are reasonably satisfactory to Trinity Mirror;
     
     (e)  no relevant authority having, without the consent or
          agreement of Trinity Mirror prior to the date the Offer
          becomes otherwise unconditional in all respects, decided to
          take, institute or implement or threatened, and there not
          continuing to be outstanding, any action, proceeding, suit,
          investigation, enquiry or reference, and no relevant authority
          having required any action to be taken or otherwise having
          done anything or having enacted, made or proposed any statute,
          regulation, decision or order in each case which would or
          would be likely to:
          
          (i)  make the Offer, its implementation or the acquisition by
               Trinity Mirror Regionals of any Southnews Shares, or the
               proposed acquisition of control of any member of the wider
               Southnews Group void, unenforceable and/or illegal under the
               laws of any relevant jurisdiction or otherwise directly or
               indirectly restrain, restrict, prohibit, delay or otherwise
               interfere with the implementation of, or impose material
               additional conditions or obligations which are materially
               adverse with respect to, or otherwise materially challenge,
               interfere with or require amendment of the Offer, its
               implementation or the acquisition of any Southnews Shares or
               the proposed acquisition of control of any member of the wider
               Southnews Group by any member of the Trinity Mirror Group;

         (ii)  require a divestiture by any member of the wider Trinity
               Mirror Group of any of the shares in Southnews or any member
               of the wider Southnews Group;

        (iii)  require a divestiture by any member of the wider
               Trinity Mirror Group or by any member of the wider Southnews
               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 of them 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 wider Southnews Group taken as a whole;

         (iv)  impose any limitation on, or result in a delay in, the
               ability of any member of the wider Trinity Mirror Group to
               acquire or to hold or to exercise effectively, directly or
               indirectly, all or any rights of ownership in respect of
               shares of other securities (or the equivalent) in any member
               of the wider Southnews Group or on the ability of any such
               member to hold or exercise effectively any rights of ownership
               of shares or other securities in or to exercise management
               control over any member of the wider Southnews Group which, in
               any such case, would be material in the context of the wider
               Southnews Group taken as a whole;

          (v)  save pursuant to the Offer or Part XIIIA of the Companies
               Act, require any member of the wider Trinity Mirror Group or
               of the wider Southnews Group to acquire, or offer to acquire,
               any shares or other securities (or the equivalent) in any
               member of the wider Southnews Group or any asset owned by any
               third party or to sell, or to offer to sell, any shares or
               other securities (or the equivalent) in or any asset owned by
               any member of the wider Southnews Group or the wider Trinity
               Mirror Group which, in any such case, would be material in the
               context of the wider Southnews Group taken as a whole;

         (vi)  result in any member of the wider Southnews Group or the
               wider Trinity 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
               wider Southnews Group taken as a whole; or

        (vii)  otherwise affect adversely any or all of the
               business, assets, profits or prospects of any member of the
               wider Trinity Mirror Group or any member of the wider
               Southnews Group in a way which, in any such case, would be
               material in the context of the wider Southnews Group taken as
               a whole,
          
          and  all  applicable waiting and other time  periods
          (including any extension thereof) during  which  any
          relevant  authority could decide to take, institute,
          implement  or threaten any such 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 and other time
          periods (including any extensions thereof) under any
          applicable legislation and regulations in any jurisdiction
          having expired, lapsed or been terminated and all statutory
          and regulatory obligations in any jurisdiction having been
          complied with, in each case as may be necessary in connection
          with the Offer or its implementation or the acquisition by any
          member of the wider Trinity Mirror Group of any shares or
          other securities (or the equivalent) in, or control of,
          Southnews and all authorisations and determinations necessary
          or reasonably appropriate in any jurisdiction for or in
          respect of the Offer or its implementation or the acquisition
          or the proposed acquisition of any shares or other securities
          (or the equivalent) in, or control of, Southnews or any member
          of the wider Southnews Group by any member of the wider
          Trinity Mirror Group having been obtained on terms and in a
          form reasonably satisfactory to Trinity Mirror from all
          relevant authorities or persons with whom any member of the
          wider  Southnews Group has entered into  contractual
          arrangements and all such authorisations and determinations
          remaining in full force and effect and there being no notice
          or intimation of an intention to revoke, suspend, restrict,
          modify or not to renew such authorisations and determinations
          at the time at which the Offer becomes or is declared
          otherwise wholly unconditional which in each case could be
          material in the context of the wider Southnews Group taken as
          a whole, provided that such authorisations and determinations
          shall not impose any conditions or require the taking or
          refraining from taking of any action by any member of the
          wider Trinity Mirror Group or any member of the wider
          Southnews Group which would, in the context of the wider
          Southnews Group as a whole or the wider Trinity Mirror Group
          taken as a whole, be materially burdensome or onerous;

     (g)  except as disclosed in writing by Southnews to Trinity
          Mirror and/or Trinity Mirror Regionals prior to 27 October
          2000 or as specifically disclosed in the Southnews Annual
          Report and Accounts or in the Southnews Interim Statement,
          there being no provision of any arrangement, agreement,
          licence, permit, lease, franchise or other instrument to which
          any member of the wider Southnews Group is a party or by or to
          which any such member or any of its respective assets is or
          may be bound, entitled or be subject or any circumstance
          which, as a consequence of the Offer or the acquisition or the
          proposed acquisition by any member of the Trinity Mirror Group
          of any shares or other securities (or the equivalent) in
          Southnews or because of a change in the control or management
          of any member of the Southnews Group or otherwise, would or
          might reasonably be expected to result, to an extent which
          would be material in the context of the wider Southnews Group
          taken as a whole, in:
          
          (i)  any monies borrowed by, or any other indebtedness or
               liabilities, actual or contingent, of or any grant available
               to any member of the wider Southnews Group being or becoming
               repayable, or capable of being declared repayable immediately
               or prior to its or their stated maturity or repayment date, or
               the ability of any such member to borrow monies or incur any
               indebtedness being or becoming capable of being withdrawn or
               inhibited;

         (ii)  the rights, liabilities, obligations, interests or
               business of any member of the wider Southnews Group under any
               such arrangement, agreement, licence, permit, lease, franchise
               or instrument or the interests or business of any member of
               the wider Southnews Group in or with any other firm or company
               or body or person (or any agreement or arrangements relating
               to any such business or interests) being or becoming capable
               of being terminated or materially and adversely modified or
               affected or any onerous obligation or any liability arising or
               any adverse action being taken thereunder;
 
        (iii)  any member of the wider Southnews Group ceasing to
               be able to carry on business under any name under which it
               presently does so;

         (iv)  any asset, property or interest of, or any asset the use
               of which is enjoyed by, any member of the wider Southnews
               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 or could cease to be available to any member of the
               wider Southnews Group 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
               Southnews Group or the wider Trinity Mirror Group or any such
               mortgage, charge or other security interest (whether existing
               or having arisen) becoming enforceable or being enforced;

         (vi)  the respective financial or trading position or prospects
               of, any member of the wider Southnews Group being materially
               prejudiced or adversely affected;

        (vii)  the creation or assumption of any material liability
               (actual or contingent) by any member of the wider Southnews
               Group; or

       (viii)  any member of the wider Southnews Group being
               required to acquire or repay any shares in and/or indebtedness
               of any member of the wider Southnews Group owned by any third
               party;
     
     (h)  no member of the wider Southnews Group having since 1
          April 2000 (being the date to which the Southnews Annual
          Report and Accounts were made up), except as disclosed in the
          Southnews Interim Statement or as publicly announced through
          the Company Announcements Office of the London Stock Exchange
          or save as disclosed in writing to Trinity Mirror and/or
          Trinity Mirror Regionals prior to 27 October 2000:
          
          (i)  issued or agreed to issue or authorised or proposed the
               issue of 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
               convertible securities (save as between Southnews and wholly-
               owned subsidiaries of Southnews and save for the issue of
               Southnews Shares on the exercise of options granted under the
               Southnews Share Option Schemes before 27 October 2000 in the
               ordinary course);

         (ii)  (save for the interim dividend of 4.85p per share to be
               paid to Southnews Shareholders on the register of members of
               Southnews at the close of business on 10 November 2000)
               recommended, declared, paid or made or proposed to recommend,
               declare, pay or make any bonus in respect of shares, dividend
               or other distribution whether payable in cash or otherwise
               (other than to Southnews or one of its wholly-owned
               subsidiaries);

        (iii)  save for transactions between members of the
               Southnews Group) 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 body corporate, partnership or business or
               acquired or disposed of, or, other than in the ordinary course
               of business, transferred, mortgaged or charged or created any
               security interest over, any material asset or any right, title
               or interest in any material asset (including shares and trade
               investments) or authorised, proposed or announced any
               intention to do so other than in the ordinary course of
               business, which is material in the context of the wider
               Southnews Group taken as a whole;

         (iv)  issued, authorised or proposed the issue of any
               debentures or (save for transactions between members of the
               Southnews Group) incurred or increased any indebtedness or
               become subject to any contingent liability, which is material
               in the context of the wider Southnews Group taken as a whole;

          (v)  entered into or varied or announced its intention to
               enter into or vary any contract, transaction, arrangement or
               commitment (whether in respect of capital expenditure or
               otherwise) which is of a loss-making, long term, unusual or
               onerous 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 Southnews Group or the wider Trinity
               Mirror Group and which is material in the context of the wider
               Southnews Group taken as a whole;

         (vi)  other than as agreed with Trinity Mirror, entered into or
               varied or made any offer (which remains open for acceptance)
               to enter into or change the terms of any contract, service
               agreement or arrangement with any director of the wider
               Southnews Group, which is material in the context of the wider
               Southnews Group taken as a whole;

        (vii)  implemented, effected or authorised, proposed or
               announced its intention to implement, effect, authorise or
               propose any reconstruction, amalgamation, commitment, scheme
               or other transaction or arrangement otherwise than in the
               ordinary course of business, which is material in the context
               of the wider Southnews Group taken as a whole;

       (viii)  purchased, redeemed or repaid or proposed the
               purchase, redemption or repayment of any of its own shares or
               other securities (or the equivalent) or reduced or made any
               other change to any part of its share capital and which is
               material in the context of the wider Southnews Group taken as
               a whole;

         (ix)  waived or compromised any claim other than in the
               ordinary course of business, which is material in the context
               of the wider Southnews Group taken as a whole;

          (x)  made any alteration to its memorandum or articles of
               association or other constitutional documents, which is       
               material in the context of the wider Southnews Group taken as
               a whole;

         (xi)  taken or proposed any corporate action or had any legal
               proceedings instituted or threatened against it for its
               winding-up (voluntary or otherwise), dissolution,
               reorganisation or for the appointment of any administrator,
               receiver, administrative receiver, trustee or similar officer
               or other encumbrancer of all or any of its assets or revenues
               and which is material in the context of the wider Southnews
               Group taken as a whole;

        (xii)  been unable, or admitted in writing that it is
               unable, to pay its debts or having stopped or suspended (or
               threatened to stop or suspend) payment of its debts generally
               or ceased or threatened to cease carrying on all or a
               substantial part of its business;

       (xiii)  entered into any contract, commitment, agreement or
               arrangement or passed any resolution or made any offer (which
               remains open for acceptance) with respect to, or authorised or
               announced any intention to effect or propose, any of the
               transactions, matters or events referred to in this condition
               and which is material in the context of the wider Southnews
               Group taken as a whole; or

        (xiv)  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 including the appointment of a
               trust corporation, which is, in any such case, material in the
               context of the wider Southnews Group taken as a whole;
     
     (i)  since 1 April 2000, except as specifically disclosed in
          the Southnews Annual Report and Accounts and/or in the
          Southnews Interim Statement or otherwise publicly announced
          through the Company Announcements Office of the London Stock
          Exchange prior to 27 October 2000:
          
          (i)  there having been no adverse change in the business,
               assets, financial or trading position or profits or prospects
               of any member of the wider Southnews Group;

         (ii)  no litigation, arbitration proceedings, prosecution or
               other legal proceedings having been threatened, announced or
               instituted by or against or remaining outstanding against any
               member of the wider Southnews Group or to which any member of
               the wider Southnews Group is or may become a party (whether as
               plaintiff or claimant or defendant or otherwise) and no
               enquiry or investigation by or complaint or reference to any
               relevant authority having been threatened, announced or
               instituted or remaining outstanding, against or in respect of
               any member of the wider Southnews Group; and

        (iii)  no contingent or other liability having arisen which
               would be likely to adversely affect the business, assets,
               financial or trading position or profits or prospects of any
               member of the wider Southnews Group;
          
          and  which,  in  any such case, is material  in  the
          context  of  the wider Southnews Group  taken  as  a
          whole;
     
     (j)  Trinity Mirror not having discovered (after the date of
          this announcement) that:
          
          (i)  any financial, business or other information concerning
               the wider Southnews Group publicly disclosed or disclosed to
               or on behalf of any member of the wider Trinity Mirror Group
               at any time by or on behalf of any member of the wider
               Southnews Group is misleading, contains a misrepresentation of
               fact or omits to state a fact necessary to make the
               information contained therein not materially misleading;

         (ii)  any present member of the wider Southnews Group is
               subject to any liability, contingent or otherwise, which is
               not disclosed in the Southnews Annual Report and Accounts or
               in the Southnews Interim Statement;
          
          and  which,  in  any such case, is material  in  the
          context  of  the wider Southnews Group  taken  as  a
          whole.
     
     For the purposes of these conditions:
          
          'authorisations'   means   authorisations,   orders,
          grants, recognitions, certifications, confirmations,
          consents,    licences,    clearances,    exemptions,
          permissions and approvals;
          
          '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;
          
          'wider  Trinity  Mirror Group' means Trinity  Mirror
          and    its   subsidiary   undertakings,   associated
          undertakings   and   any   other   undertaking    or
          partnership or company in which Trinity  Mirror  and
          such undertakings (aggregating their interests) have
          a substantial interest and, for the purposes of this
          paragraph  and  the  paragraph  relating  to  'wider
          Southnews  Group'  below, 'subsidiary  undertaking',
          'associated  undertaking',  'holding  company'   and
          'undertaking'  have  the  meanings  given   by   the
          Companies   Act  (but  for  this  purpose   ignoring
          paragraph  20(1)(b) of Schedule 4A of the  Companies
          Act)  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 any
          undertaking; and
          
          'wider  Southnews  Group' means  Southnews  and  its
          subsidiary undertakings, associated undertakings and
          any  other undertaking or partnership or company  in
          which  Southnews and such undertakings  (aggregating
          their interests) have a substantial interest.
     
     Trinity Mirror Regionals reserves the right (but shall be
     under  no  obligation) to waive all or any of  conditions
     (b),  (c) and (e) to (j) inclusive, in whole or in  part.
     Trinity  Mirror Regionals reserves the right, subject  to
     the  consent  of  the Panel, to extend the  time  allowed
     under  the  Code for satisfaction of condition (a)  until
     such  time  as conditions (b) to (j) inclusive have  been
     satisfied, fulfilled or waived.  Trinity Mirror Regionals
     shall be under no obligation to waive, to determine to be
     or  treat  as  fulfilled  any of conditions  (b)  to  (j)
     inclusive by a date earlier than the date specified above
     for the fulfilment thereof notwithstanding that the other
     conditions  of  the Offer may at such earlier  date  have
     been  waived  or  fulfilled and that there  are  at  such
     earlier date no circumstances indicating that any of such
     conditions may not be capable of fulfilment.
     
     If  Trinity Mirror Regionals is required by the Panel  to
     make  an  offer for Southnews Shares under the provisions
     of  Rule 9 of the Code, Trinity Mirror Regionals 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.

2.   Except  with  the consent of the Panel,  the  Offer  will
     lapse if it is referred to the Competition Commission before
     the later of 3 p.m. on the First Closing Date and the date on
     which the Offer becomes or is declared unconditional as to
     acceptances. The Offer will lapse unless all the conditions
     have been fulfilled or (if capable of being waived) waived or,
     where appropriate, have been determined by Trinity Mirror
     Regionals to be or remain satisfied by no later than 3 p.m. on
     the day falling 21 days after the latest of the First Closing
     Date and the date on which the Offer becomes or is declared
     unconditional as to acceptances or such later date as the
     Panel may agree.  If the Offer lapses the Offer will cease to
     be capable of further acceptance and persons accepting the
     Offer and Trinity Mirror Regionals will cease to be bound by
     Forms of Acceptance submitted on or before the time when the
     Offer lapses.

3.   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.


                           APPENDIX II
                               
                       Bases and sources
                               

(i)  Unless otherwise stated, financial information concerning
     Southnews has been derived from the Southnews Annual Report
     and Accounts and the Southnews Interim Statement.

(ii) References  to  the  value of  the  Offer  are  based  on
     24,037,695 Southnews Shares in issue and to be issued, less
     the cash receivable upon exercise of options outstanding over
     Southnews  Shares.  The closing middle  market  price  of
     Southnews is derived from the Daily Official List for the
     relevant date.

                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 1,000 Southnews Shares validly accepting the  Offer
(ignoring  the  Loan  Note Alternative),  assuming  the  Offer
becomes or is declared unconditional in all respects:

(i)  Increase in capital value
                                                         Cash
                                             Notes   Offer (£)
Market value of cash consideration                     12,000

Market value of 1,000 Southnews Shares         (1)      7,625
                                                        -----

Increase in capital value                               4,375

Representing an increase of:                               57%

(ii) Gross income effect
                                                         Cash
                                             Notes   Offer (£)
Gross income from reinvestment of 
cash consideration                            (2)          637

Gross dividend from 1,000 Southnews Shares    (3)          155
                                                          ----
Increase in gross income                                   482

Representing an increase of:                              311%

Notes:

1. The  market  value of Southnews Shares is based  on  the
   middle market quotation of a Southnews Share of 762.5 p  as
   derived from the Daily Official List at the close of business
   on  26  October 2000, the last business date prior to  this
   announcement.

2. The gross income on the cash consideration is calculated
   on  the  assumption  that the cash is  reinvested  to  yield
   approximately 5.31 per cent. per annum, being the gross yield
   shown by the FT Actuaries average gross redemption yield per
   medium coupon British Government securities of maturities of 5
   to 15 years as published by the Financial Times on 26 October
   2000, the last business date prior to this announcement.

3. The gross dividend income on Southnews Shares is based on
   the aggregate of

   a. the final dividend of 9.1p (net) per Southnews Share paid
      in respect of the 52 week period ended 1 April 2000 together
      with  an associated tax credit of 10/90ths of the  amount
      paid;and

   b. the interim dividend of 4.85p (net) per Southnews Share
      to be paid in respect of the six month period ended 30
      September 2000 together with an associated tax credit of
      10/90ths of the amount paid.

4. No  account has been taken of any liability to  taxation
   (except as mentioned in note 3 above).




                         APPENDIX III
                               
                          Definitions

The  following definitions apply throughout this  announcement
unless the context otherwise requires:

                     
'Code'               the City Code on Takeovers and Mergers
                     
'Companies Act'      the Companies Act 1985 (as amended)
                     
'Daily Official      the  Daily  Official List of  the  London
List'                Stock Exchange
                     
'Denitz'             Denitz Investments Limited
                     
'Directors of        the current directors of Southnews
Southnews' or
'Southnews
Directors'
                     
'Directors of        the current directors of Trinity Mirror
Trinity Mirror' or
'Trinity Mirror
Directors'
                     
'Directors of        the  current directors of Trinity  Mirror
Trinity Mirror       Regionals
Regionals' or
'Trinity Mirror
Regionals
Directors'
                     
'First Closing       the day falling 21 days after the date on
Date'                which the Offer Document is posted
                     
'Form of             the  form  of  acceptance,  election  and
Acceptance'          authority for use in connection with  the
                     Offer and which is to be dispatched  with
                     the Offer Document
                     
'Greenhill & Co.'    Greenhill & Co. International Limited
                     
'Hoare Govett'       Hoare Govett Limited
                     
'HSBC'               HSBC Investment Bank plc
                     
'ING Barings'        ING Barings Limited
                     
'LIBOR'              London Inter-Bank Offered Rate
                     
'Loan Notes'         the unsecured Loan Notes to be issued  by
                     Trinity Mirror Regionals pursuant to  the
                     Loan   Note  Alternative,  the  principal
                     terms  of  which  are described  in  this
                     announcement
                     
'Loan Note           the    alternative   whereby    Southnews
Alternative'         Shareholders (other than certain overseas
                     shareholders  and  subject  as  otherwise
                     referred to herein) validly accepting the
                     Offer  may  elect to receive  Loan  Notes
                     instead of cash in respect of all or part
                     of their holdings in Southnews Shares for
                     Loan Notes
                     
'London Stock        London Stock Exchange plc
Exchange'
                     
'Offer'              the  offer to be made by Greenhill &  Co.
                     on  behalf of Trinity Mirror Regionals on
                     the  terms  and subject to the conditions
                     to be set out or referred to in the Offer
                     Document  and  the Form of Acceptance  to
                     acquire  the Southnews Shares not already
                     owned by Trinity Mirror Regionals at  the
                     time  the  Offer is made and,  where  the
                     context admits, the Loan Note Alternative
                     and  any  subsequent revision, variation,
                     extension or renewal thereof
                     
'Offer Document'     the  document containing details  of  the
                     Offer, to be dispatched in due course
                     
'Panel'              the Panel on Takeovers and Mergers
                     
'Securities Act'     the US Securities Act of 1933, as
                     amended, and the rules and regulations
                     promulgated thereunder
                     
'Southnews'          Southnews plc
                     
'Southnews Annual    the   annual   report  and  accounts   of
Report and           Southnews for the year ended 1 April 2000
Accounts'
                     
'Southnews Group'    Southnews and its subsidiary undertakings
                     
'Southnews Interim   the  interim  statement of Southnews  for
Statement'           the  six  month period ended 30 September
                     2000   published  on  the  date  of  this
                     announcement
                     
'Southnews           the holders of Southnews Shares
Shareholders'
                     
'Southnews Share     the  Southnews plc Executive Share Option
Option Schemes'      Scheme   and  the  Southnews   plc   1997
                     Executive Share Option Scheme
                     
'Southnews Shares'   the existing unconditionally allotted  or
                     issued and fully paid ordinary shares  of
                     5p each in Southnews and any further such
                     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
                     Mirror  Regionals  may,  subject  to  the
                     Code, determine)
                     
'Trinity Mirror'     Trinity Mirror plc
                     
'Trinity Mirror      Trinity   Mirror   and   its   subsidiary
Group'               undertakings
                     
'Trinity Mirror      Trinity  Mirror Regionals  plc, a  wholly
Regionals'           owned  subsidiary formed  to  become  the
                     holding   company  of  Trinity   Mirror's
                     regional newspaper assets
                     
'United Kingdom'     the United Kingdom of Great Britain and
or 'UK'              Northern Ireland
                     
                     
                     
'UK Listing          the Financial Services Authority acting
Authority'           in its capacity as the competent
                     authority for the purposes of Part IV of
                     the Financial Services Act 1986
                     
                     
                     
'United States'      the United States of America, its
or 'US'              territories and possessions, any state of
                     the United States of America and the
                     District of Columbia
                     
                     
                     
'US person'          a US person as defined in Regulation S
                     under the Securities Act