Planetel — M&A Activity 2023

Jun 30, 2023

Informazione Regolamentata n. 20204-29-2023		Data/Ora Inizio Diffusione 30 Giugno 2023 15:41:24	Euronext Growth Milan
Societa'	:	PLANETEL
Identificativo Informazione Regolamentata	:	178837
Nome utilizzatore	:	PLANETELN03 - MICHELE PAGANI
Tipologia	:	REGEM
Data/Ora Ricezione	:	30 Giugno 2023 15:41:22
Data/Ora Inizio Diffusione	:	30 Giugno 2023 15:41:24
Oggetto	:	TRIVENET S.r.l.	PLANETEL CLOSES ACQUISITION OF
Testo del comunicato

Vedi allegato.

PRESS RELEASE

PLANETEL CLOSES ACQUISITION OF TRIVENET S.r.l.

Treviolo (Bergamo), 30 June 2023 – Further to its previous announcement on 14 June 2023, Planetel S.p.A., (the "Company" or "Planetel"), parent company of the group of the same name operating nationwide in the telecommunications sector, listed on the Euronext Growth Milan multilateral trading system organised and run by Borsa Italiana S.p.A. ("Stock Exchange"), announces that the operation for acquisition of 100% of the share capital Trivenet S.r.l. ("Trivenet") through purchase of 100% of the shares held by Finvis S.r.l. ("Finvis"), was closed today (the "Closing Date"). Trivenet is a Telecommunications operator based in Italy's Veneto region, above all in the provinces of Padua, Treviso and Vicenza.

Details of the Acquisition

The sale of the 100% stake in Trivenet to Planetel took place for a total consideration -subject to a mechanism for the upward or downward adjustment of the price - of about € 0.75 million (the "Price"), of which the amount of 0.4 million Euro, or about 53% of the price, has already been paid at the Closing Date, while the remaining approximately 47% is to be paid further to the underwriting by Finvis of a Planetel share issue assigned specifically to it, to be approved by the Board of Directors within 90 working days after the Closing Date, with partial exercise of the mandate assigned by the Shareholders' Meeting assigned on 31 March 2022.

The share issue, with a maximum total value of € 0.3 million, will take place at a unit subscription price per share equal to the volume-weighted average price (VWAP) of Planetel shares in the 6 trading months prior to the Closing Date, increased by 15%.

The Shares issued under the above share issue will be subject to Lock-Up for a period of 12 months after their subscription.

At the time of Closing Finvis issued specific declarations and guarantees with regard to Trivenet, supported by obligations to compensate the Company and/or Trivenet itself.

The Operation is totally funded with Planetel's own resources.

As already mentioned, Trivenet's main operating and capital figures are:

• 31 December 2022 turnover of Euro 2.892 million
• 31 December 2022 EBITDA of Euro 0.459 million
• 31 December 2022 net equity of Euro 0.763 million
• Negative net financial position as of 31 December 2022 of Euro 1.297 million

Trivenet (www.trivenet.it) mainly serves business category customers in the Veneto Region by means of a radio connectivity network developed under a reserved WLL 26 GHz Ministerial Licence, together with copper cable and optic fibre services acquired from other operators; it owns a Data Centre of about 300 m²and had around 29 staff on the books as of 31 December 2022.

The Acquisition does not constitute a relevant transaction for the intents and purposes of art. 12 of the Euronext Growth Milan Issuers' Regulations, since the relevance indicators provided in table Three of the Euronext Growth Milan Issuers' Regulations, calculated on the basis of the Planetel and Trivenet financial reporting data, give a value of less than 25%.

The transaction does not constitute a "related party transaction" under the relevant procedure adopted by Planetel and the applicable regulations.

ADVISORS

The Transaction was handled for Planetel by law firm LCA as legal advisor and by Studio Marangi as tax advisor; Finvis was assisted by La Compagnia Holding as financial advisor and Studio Macchion Resoli as legal advisor.

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This press release is available from Borsa Italiana S.p.A., from the company's registered office and in the Investors / Investors Relations / Price Sensitive Press Releases section of the website www.planetel.it. For its compulsory reporting, Planetel uses the eMarket SDIR circuit managed by Teleborsa S.r.l., with registered office at Piazza Priscilla 4, Rome.

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For further information:

Michele Pagani Alantra Capital Markets CFO ed Investor Relations Manager Milano, Via Borgonuovo 16 +39 035.204094 +39 334.3903007 ir@planetel.it alfio.alessi@alantra.com

Investor Relations Media Relations POLYTEMS HIR POLYTEMS HIR Bianca FERSINI MASTELLONI - Silvia MARONGIU Paolo SANTAGOSTINO +39 06.69923324 - +39 06.6797849 +39 349.3856585 s.marongiu@polytemshir.it p.santagostino@polytemshir.it

PLANETEL S.p.A. Euronext Growth Advisor and Corporate Broker

Roberta MAZZEO + 39 345.5988195 r.mazzeo@polytemshir.it

Specialist MIT SIM S.p.A. +39 02.30561270 info@mitsim.it

Holding company of the Group of the same name that offers telecommunication services at national level, Planetel S.p.A. has developed a proprietary fibre optic network for the ultra-broadband connectivity of about 262 municipalities and provides TLC/IT services to over 47.540 customers in Lombardy, Veneto and Campania, through a multi-channel approach. Among the first Italian Internet Service Providers (ISP and WISP) to gradually develop its position in the telecommunication and system integration market, the company has been able to stand out on the territory as a single player offering integrated digital solutions, ASP / Cloud services and other IT solutions. Planetel, formerly a national phone operator, can now provide Business, Wholesale and Residential customers with fibre optic network connections, with the most advanced ultra-broadband connectivity and integrated communication solutions with FTTH-FTTP (Fibre to the Home – Fibre to the Premises) network architectures; its offer covers the entire value chain of ICT services that allows companies to accelerate their digitization process and time-to-market. Planetel's primary assets include a fibre optic network of approximately 2.416 Km. – CLOUD infrastructure in 3 Datacentres – 140 Planetel Points in 100 Municipalities – 1.141 Cabinets on the ground, etc.

Planetel's main goal is the strategic development of a high-speed proprietary backbone – up to 1.4Tb/s – which will allow more stable, faster and more secure connections with a guarantee of greater continuity of service for its customers.

Ticker: PLN - ISIN Code of ordinary shares: IT0005430951