Tessellis

Share Issue/Capital Change • Aug 1, 2023

Informazione Regolamentata n. 0260-61-2023		Data/Ora Inizio Diffusione 01 Agosto 2023 10:35:23	Euronext Milan
Societa'	:	TISCALI
Identificativo Informazione Regolamentata	:	179873
Nome utilizzatore	:	TISCALIN07 - Capoccia
Tipologia	:	REGEM
Data/Ora Ricezione	:	01 Agosto 2023 10:35:21
Data/Ora Inizio Diffusione	:	01 Agosto 2023 10:35:23
Oggetto	:	increase operation	Tessellis S.p.A. - Completion of the capital
Testo del comunicato

Vedi allegato.

Completion of the capital increase operation

Subscribed offered shares for an amount of Euro 19,478,764.80

Cagliari, 31st July 2023

Tessellis S.p.A. ("Tessellis", the "Company" or the "Issuer"), following the press release issued on 25 July 2023, announces that the capital increase for the newly issued 61,790,090 ordinary Company shares has ended (the "Capital Increase"). In particular, following the placement with interested third parties, an additional 1,750,000 Tessellis shares were subscribed, equal to 2.832% of the shares offered in the context of the Capital Increase.

Taking also into account (i) of 37,868,445 Tessellis shares subscribed during the period of the option offer, equal to about 61.28% of the total shares on offer; (ii) of 2,848,879 shares subscribed to as a result of the period of exercise of the option rights purchased during the silent auction, equal to 4.610% of the shares on offer, and (iii) of the underwriting of the unbundled shares subject to the commitments already formalized with third parties, totalling 6,229,588 shares, representing 10.081% of the shares on offer, are therefore underwritten in total 48,696,912 shares, equal to 78.810% of the shares offered in the context of the Capital Increase.

In accordance with art. 2444 of the Civil Code, the proof of the full subscription of the Capital Increase, with the indication of the new share capital, will be deposited with the Register of Companies of Cagliari-Oristano in the terms of law.

The share capital of the Company (fully subscribed and paid up) following the Capital Increase carried out on 31 July 2023, is therefore equal to Euro 208,992,730.17, divided into 234,067,207 ordinary shares with no indication of their nominal value.

It should also be noted that as a result of the Capital Increase, the reference shareholder OpNet S.p.A. holds a 59.26% stake in the Company's share capital.

Below is the current composition of the share capital of Tessellis, as from deposit made today at the Register of Companies of Cagliari of the certificate referred to in art. 2444 cod. civ. with evidence of the previous share capital,

		Current share capital		Previous share capital
	Euro	n. actions	Val. nom. unitary	Euro	n. actions	Val. nom. unitary
Total of which:	208.992.730,17	234.067.207	Without value nominal	189.513.965,37	185.370.295	Without value nominal
Ordinary Shares (regular, 31/07/2023)	208.992.730,17	234.067.207	Without value nominal	189.513.965,37	185.370.295	Without value nominal

TESSELLIS

Number
coupon in
course: 1

The new articles of association will be available at the Company's registered office and on the Company's website (www.tessellis.it) following its registration with the Register of Companies.

***

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

This publication does not constitute an offer to sell or an invitation to purchase or subscribe to securities. This has been prepared on the basis that any offer of financial instruments in any Member State of the European Economic Area that has implemented the Prospectus Regulation (each, the "relevant Member State")shall be made on the basis of the prospectus approved by the competent authority and published in accordance with the Prospectus Regulation (the "Permitted Public Offer") and/or by virtue of an exemption under the Prospectus Regulation from the obligation to publish a prospectus for securities offers. Any public offer will be conducted in Italy on the basis of a prospectus, duly authorised by CONSOB in accordance with applicable legislation.

Accordingly, any person making or intending to make an offer of securities in a Relevant Member State other than the Permitted Public Offering, may do so only in circumstances where there is no obligation 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 any event, in relation to that offer. The term "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 drawn up pursuant to the Prospectus Regulation will be published in the future. Investors shall not subscribe to the securities mentioned in this document except on the basis of the information contained in the prospectus.

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.(Borsa Italiana. Milan: TSL) is the holding company of the Group born from 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 portalewww .tiscali.it, one of the main Italian portals of news, with to the asset approximately 8 million visitors to the month, let alone the concessionaire advertising Veesible s.r.l..