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where permitted, withdrawn) by 3.00 p.m. on the First Closing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
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