Tessellis

Capital/Financing Update • Sep 17, 2024

Informazione Regolamentata n. 0260-80-2024	Data/Ora Inizio Diffusione 17 Settembre 2024 18:35:05		Euronext Milan
Societa'	:	TESSELLIS
Identificativo Informazione Regolamentata	:	195662
Utenza - Referente	:	TISCALIN07 - Capoccia
Tipologia	:	REGEM
Data/Ora Ricezione	:	17 Settembre 2024 18:35:05
Data/Ora Inizio Diffusione	:	17 Settembre 2024 18:35:05
Oggetto	:	Tessellis S.p.A. - Notice of change in share capital and issue of new bonds
Testo del comunicato

Vedi allegato

Notice of change in share capital and issue of new bonds

Cagliari, 17/09/2024

Tessellis S.p.A. (the "Company" or "Tessellis"), following the filing today with the Companies' Register of Cagliari of the certificate referred to in Article 2444 of the Italian Civil Code, announces the new amount of its share capital.

	Current share capital			Previous share capital
	Euro	n. shares	Nominal	Euro	n. shares	Nominal
			Unit Value			Unit Value
Total of
which:
Ordinary	209,513,818.32	244,103,615	Without	208,013,818.32	241,655,036	Without
Shares			nominal			nominal
(Dividend			value			value
shares)
Current
number: 2
Listed	209,513,818.32	244,103,615	Without	208,013,818.32	241,655,036	Without
(ISIN			nominal			nominal
IT0005496			value			value
473)
Non listed	-	-		-	-

	N. of convertible securities exercised	N. of outstanding bonds
Convertible Bonds	10	5
Convertible saving shares
Convertible preferred shares
Warrant

The change in capital was executed by virtue of the request for conversion, submitted on 17 September 2024 by Nice&Green S.A. (N&G), of ten bonds (N. 76-85) of the convertible and converting bond (in respect to the total of 10 bonds subscribed on 2 September 2024 by N&G), against which 2,448,579 new Tessellis ordinary shares, without par value, listed with ISIN IT0005496473, were issued today.

It should be noted that the conversion price identified based on the contractual agreements was set at EUR 0.4084.

TESSELLIS

Furthermore, the Company informs that, also on this date, the second portion of the third tranche of the 2024 POC following the amendment of the regulation of the bond convertible and converting into Tiscali shares, consisting of 31 tranches of EUR 2,000,000 - which can also be subscribed in tranches of multiples of EUR 1,000,000 for a total maximum amount of EUR 62,000,000.00, reserved for the Investor (the 'POC'), referred to in the investment agreement signed between the Company and N&G on 4 April 2022, as amended.

In particular, the subscription request consists of 10 bonds convertible into Tessellis shares (coupons no. 91-100) with a unit value of EUR 100,000 each, for a total amount of EUR 1,000,000, in execution of the resolutions of the Extraordinary Shareholders' Meetings of the Company of 16 May 2022 and 17 June 2024.

Finally, as already disclosed to the market on 28.08.2024, it should be noted that the present one is the second of five bond subscription requests that Tessellis and Nice&Green have agreed to formalise by 30 September 2024, for a total amount of EUR 6 million, to date requested and subscribed for EUR 4 million.

These funds will also be allocated to the realisation of certain extraordinary investments that Tiscali Italia S.p.A. is preparing to make in the executive start-up phase of the Villanova Project (www.villanova.ai).

	N. of outstanding bonds
Convertible Bonds	15
Convertible saving shares
Convertible preferred shares
Warrant

Investor Relations Officer

Patrizia Tammaro Silva patrizia.tammarosilva.consultant@tiscali.com +39 335 7959913

Press Office

Ilenia Loi Ilenia.loi@tiscali.com +39 070 46011

About Tessellis

Tessellis S.p.A. (listed Euronext Milan: TSL) is the holding company of the Group formed by the merger of Linkem Retail and Tiscali S.p.A. It includes among its business areas that of Tiscali Italia S.p.A., a national operator among the first in the ultrabroadband segment (FWA - Fixed Wireless Access and FTTH - Fiber To The Home), the portal www.tiscali.it, one of the main Italian news portals, with about 8 million visitors per month to its credit, as well as the advertising concessionaire Veesible S.r.l..