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Tessellis

Share Issue/Capital Change Jul 25, 2023

4246_tar_2023-07-25_97c6d498-d9e9-4573-aa2f-ce77c5ec9bd5.pdf

Share Issue/Capital Change

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Informazione
Regolamentata n.
0260-59-2023
Data/Ora Inizio
Diffusione
25 Luglio 2023
20:52:32
Euronext Milan
Societa' : TISCALI
Identificativo
Informazione
Regolamentata
: 179560
Nome utilizzatore : TISCALIN07 - Capoccia
Tipologia : REGEM
Data/Ora Ricezione : 25 Luglio 2023 20:52:31
Data/Ora Inizio
Diffusione
: 25 Luglio 2023 20:52:32
Oggetto : Tessellis S.p.A. - Capital increase:
completed the subscription of the non
exercised shares subject to the
subscription commitments
Testo del comunicato

Vedi allegato.

Capital increase: completed the subscription of the non exercised shares subject to the subscription commitments

already formalized with third parties Increase in subscribed share capital to 75.97% for a total of Euro 18,78 million

Cagliari, July 25, 2023

Tessellis S.p.A. ("Tessellis," the "Company," or the "Issuer"), following the press release issued on July 14, 2023, announces that additional 6,229,588 newly issued Tessellis ordinary shares, for a total amount of Euro 2,491,835.20 million, arising from the capital increase resolved by the Board of Directors on May 11, 2023 and which had been subject to subscription commitments by third parties, have been subscribed.

For more information on these underwriting commitments, please refer to the press releases dated June 14, 2023, June 16, 2023, and June 19, 2023, as well as the financial instruments note on the capital increase, which are available on the Company's website at www.tessellis.it.

Taking into account also the 40,717,324 newly issued Tessellis shares, which have already been subscribed during the rights offering period and as a result of the offer of the non exercised shares on the stock exchange, a total of 46.946.912 Tessellis shares have therefore been subscribed, equal to 75.97% of the shares offered in the context of the capital increase, for a total value of Euro 18,778,764.80.

The Board of Directors will proceed to place the remaining 14,843,178 shares with interested third parties and under the same conditions, by the deadline for the execution of the capital increase, i.e., by July 31, 2023, informing the public of the above subscriptions by means of a special press release.

***

This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This communication does not constitute an offer of securities or a solicitation to subscribe for or purchase securities (the "Securities") of Tessellis S.p.A. (the "Company") in the United States or in any other jurisdiction in which such offer or solicitation to subscribe is not authorized or to persons in respect of whom such offer or solicitation to subscribe is prohibited by law. The Securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption to registration under the Securities Act. The Securities have not been and will not be registered in the United States under the Securities Act. There will be no public offering of the Securities in the United States. In each Member State of the European Economic Area, this communication is addressed and directed only to persons who are qualified investors in that Member State, such as within the meaning of Regulation (EU) 2017/1129, and no person who is not a qualified investor may act upon, or rely upon, its contents.

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. This has been prepared on the basis that any offer of securities in any member state of the European Economic Area that has implemented the Prospectus Regulation (each, the "Relevant Member State"), will be conducted on the basis of the prospectus approved by the competent authority and published in accordance with the Prospectus Regulation (the "Permitted Public Offering") and/or pursuant to an exemption under the Prospectus

TESSELLIS

Headquarters Location Sa Illetta km 2,300, 09123 Cagliari, Italy Tel. +39 070 4601 1 Shareholders' Capital 189,513,965.37fully paid-up P.IVA 02375280928 R.E.A. 191784 C.I.A. Cagliari tessellis.it

Regulation from the obligation to publish a prospectus for offers of securities. Any public offering will be conducted in Italy on the basis of a prospectus, duly authorized by CONSOB pursuant to applicable regulations.

Accordingly, any person who makes or intends to make an offer of securities in a Relevant Member State other than a Permitted Public Offering may do so only in circumstances where no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in connection with such offer. "Prospectus Regulation" means Regulation (EU) 2017/1129 (this Regulation and its amendments together with any delegated acts and implementing measures). This document is not a prospectus for the purposes of the Prospectus Regulation. A prospectus prepared pursuant to the Prospectus Regulation will be published in the future. Investors should not subscribe for the securities mentioned in this document except on the basis of the information contained in the prospectus.

Investor Relations Officer

Patrizia Tammaro Silva [email protected] +39 335 7959913

Press Office

Ilenia Loi [email protected] +39 070 46011

About Tessellis

Tessellis S.p.A. (Italian Stock Exchange. Milan: TSL) is the holding company of the Group created by the merger between Linkem Retail and Tiscali S.p.A. and 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.

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