Information
Regulated Notice No.
0260-50-2026Dissemination Start Date/Time July 9, 2026 19:27:19Euronext Milan
Company: TESSELLIS
User - Contact: TISCALIN05 - Capoccia Federica
Type: 3.1
Reception Date/Time: July 9, 2026 19:27:19 Dissemination Start Date/Time: July 9, 2026 19:27:19 Subject: Market Disclosure pursuant to Art. 114 paragraph 5 Legislative Decree No. 58/98 - May 2026 Press Release Text
See attached
TESSELLIS
Registered Office: Località Sa Illetta km 2.300, 09123 Cagliari, Italy Tel. +39 070 4601 1 Share Capital: 70,165,654.64 EUR VAT Number: 02375280928
R.E.A.: 191784
C.C.I.A.A. Cagliari
tessellis.it
Market Disclosure pursuant to Art. 114 paragraph 5 Legislative Decree No. 58/98
Cagliari, July 9, 2026
Tessellis S.p.A. (hereinafter "Tessellis" or the "Company"), with shares listed on Euronext Milan (EXM) of Borsa Italiana S.p.A., is subject to additional monthly disclosure obligations pursuant to art. 114, paragraph 5, of the TUF (Consolidated Law on Financial Intermediation).
In particular, by notice dated July 14, 2009, CONSOB requested Tiscali S.p.A. (now Tessellis) to disseminate to the market, by the end of each month starting from July 31, 2009, a press release containing the following information updated to the end of the previous month:
a) the net financial position of the company and its group, with the breakdown of short-term components separately from medium-long term components;
b) the overdue debt positions of its group, broken down by nature (financial, commercial, tax, and social security) and any related creditor reaction initiatives of the group (reminders, injunctions, supply suspensions, etc.);
e) transactions with related parties of the company and its group.
By the same decree, CONSOB also requested to supplement the annual and semi-annual financial reports required by the current art. 154-ter of the TUF and the interim management reports, if voluntarily published, as well as, where relevant, the related press releases concerning the approval of the aforementioned accounting documents.
CONSOB specified that, considering the elimination of the obligation to publish the interim management report for the first and third quarters of the financial year, the fulfillment of the information to be reported with reference to the first and third quarters of the financial year may be met through a specific press release to be disseminated within 45 days of the end of the reporting period.
In compliance with the aforementioned CONSOB request, the following information on the Tessellis Group for the month of May 2026 is provided below.
It is also noted that Tessellis has in place a convertible bond loan and convertible note reserved for Investor N&G, consisting of 31 tranches of Euro 2,000,000 each and for a maximum total amount of Euro 62,000,000.00 (the "POC"), as per the investment agreement signed between the Company and N&G on April 4, 2022, approved by the Extraordinary Shareholders' Meeting on May 16, 2022, as subsequently amended in execution of the resolution of the Extraordinary Shareholders' Meeting of the Company dated June 17, 2024.
In this regard, it is specified that with Communication No. 13/25 of July 4, 2025 (Capital strengthening operations reserved for a single investor: non-standard POC, SEDA, SEF and other operations with similar characteristics - Requests pursuant to art. 114, paragraph 5, of Legislative Decree No. 58/1998 and recommendations), CONSOB requested that issuers with shares listed on regulated markets subject, pursuant to art.
114, paragraph 5, of the TUF, to monthly (like Tessellis) or quarterly disclosure obligations on the economic-financial situation, also provide information on financial instruments issued within the scope of the operations. In particular, as part of the disclosures they are required to disseminate (on a monthly or quarterly basis), the aforementioned issuers must provide a summary of: (i) the total number of instruments subscribed (indicating the total subscribed value) and the remaining quantity to be subscribed; (ii) the number of instruments converted, indicating the conversion price, the number of shares resulting from the conversion, and the change in share capital resulting from such conversion; and (iii) the fees incurred in total.
With this press release, the Company also discloses the aforementioned information.
*** *** *** Recent Significant Events Following up on what was already explained in the press release pursuant to art. 114, paragraph 5, of the TUF, published on April 7, the current year, and, in particular, on the commencement on March 1, the current year, of a negotiated settlement procedure for the group pursuant to articles 12 and 25 CCII concerning Tessellis, Tiscali Italia S.p.A. and GO Internet S.p.A., reference is made for any appropriate updates to the press releases published by the Company and available on its website, as well as on the EMARKET Storage mechanism available at www.emarketstorage.com.
*** *** ***
1) NET FINANCIAL INDEBTEDNESS OF THE TESSELLIS GROUP AND TESSELLIS S.P.A., WITH
BREAKDOWN OF SHORT-TERM COMPONENTS SEPARATELY FROM MEDIUM-LONG TERM ONES
Net financial indebtedness as of May 31, 2026 amounts to 52.9 million Euros.
Notes:
(1) Includes: (i) the short-term portion of liabilities for finance leases relating to network infrastructure investments and capitalized lease contracts in accordance with IFRS 16 for Euro 5.7 million (including the short-term portion of the IFRS 16 lease liability arising from the sale of IPv4 addresses carried out in two tranches, in May and September 2025); (ii) other bank debts for Euro 1.2 million.
(2) Includes the short-term portion of the senior loan and other long-term bank financings, amounting to 39.5 million Euros, plus the current portion of long-term financial debts recorded in the subsidiaries Aetherna and Gruppo Go Internet for Euro 1.2 million;
(3) Includes the following items: (i) long-term portion of financial debt recorded in investee companies Aetherna and Gruppo Go Internet for Euro 3.1 million; (ii) long-term portion of financial lease debt relating to network infrastructure investments and capitalized lease agreements under IFRS 16 for Euro 10 million, including the long-term portion of the IFRS 16 lease debt arising from the IPv4 address sale transaction mentioned in point (1); (iii) debt towards shareholder Shellnet S.A.p.A. of Shellnet GP S.r.l. for shareholder loans amounting to 9.8 million Euro (including interest) arising on October 8, 2024, following the assumption of debts towards Shellnet S.A.p.A. of Shellnet GP S.r.l. by Tiscali Italia Sp.A. to Tessellis S.p.A;
(4) Includes the long-term component (over 12 months) of trade payables and tax liabilities.
2) DUE DEBT POSITIONS OF TESSELLIS GROUP AND TESSELLIS S.P.A. AS OF MAY 31, 2026, AND CREDITORS' REACTIONS
As of May 31, 2026, the following debt positions of the Group and Tessellis S.p.A. are highlighted:
- The Group's net overdue trade payables (net of payment plans agreed with suppliers, and receivables and disputed items towards said suppliers) amount to 64.7 million Euro (of which 3.8 million are overdue by more than 12 months). The debts in question for Tessellis amount to 1.5 million Euro (of which 0.6 million are overdue by more than 12 months);
- The Group's overdue tax liabilities amount to approximately 20.5 million Euro (of which 14.1 million are overdue by more than 12 months). The debts in question for Tessellis amount to 6 million Euro (of which 0.1 million Euro are overdue by more than 12 months);
- The Group's overdue social security liabilities amount to 30 thousand Euro (of which 8.6 thousand Euro are overdue by more than 12 months). It is also noted that the Group's severance indemnity as of May 31, 2026, amounts to 4.5 million Euro.
- The Group's overdue financial debt amounts to Euro 40.3 million, of which Euro 39.5 million is attributable to the senior loan installment due by Tiscali Italia by May 31, 2026, and not paid, and Euro 0.7 million is attributable to the overdue and unpaid installments of Go Internet's bank loans. It is specified that these positions are among those subject to Protective Measures and Precautionary Measures and, therefore, are not currently enforceable (see supra).
No suspension of supply relationships that would prejudice the ordinary course of business is reported. It is specified that relationships with the Group's main strategic suppliers are subject to Protective Measures and Precautionary Measures (see supra).
As of May 31, 2026, payment reminders have been received, which the Applicant Companies are managing within the framework of the negotiated crisis resolution procedure initiated on March 1, 2026.
3) RELATED PARTY TRANSACTIONS OF TESSELLIS S.P.A. AND TESSELLIS GROUP
Tessellis Group engages in transactions with related parties under terms considered to be at market conditions for the relevant business area, taking into account the characteristics of the goods and services provided.
The table below summarizes the economic (May 2026) and balance sheet values of Tessellis Group (as of May 31, 2026) arising from transactions with related parties.
Notes:
(1) Shellnet S.A.p.A. of Shellnet GP S.r.l. (formerly Opnet S.p.A. following a change in company name in August 2024): principal shareholder of Tessellis S.p.A. following the merger by incorporation of Linkem Retail S.r.l. into Tessellis S.p.A (and the simultaneous contribution of the Linkem retail branch to Tiscali Italia SpA), which was finalized on August 1, 2022. Shellnet S.A.p.A. of Shellnet GP S.r.l.'s stake in Tessellis S.p.A. is 53.28% as of May 31, 2026. The transactions in question refer to: (i) debt for the provision of FWA connectivity service, ceased at the end of July 2024, net of compensations made up to May 31, 2026; (ii) financial debts of Tessellis S.p.A. for an interest-bearing shareholder loan; (iii) debts owed by investee companies Go Internet and Bid-Go; (iv) financial debt (IFRS 16 lease) arising in 2025 for Tiscali Italia S.p.A. following the sale (with simultaneous operating lease) to the shareholder of the first and second tranches of a set of IPv4 addresses for total net consideration of 10 million Euro (plus VAT). The consideration was offset within Tiscali Italia.
It is noted that the economic and balance sheet values presented in the above table do not include compensation for Directors, Statutory Auditors, and Managers with strategic responsibilities.
4) TESSELLIS GROUP'S TRANSACTIONS WITH SHELLNET S.A.P.A. OF SHELLNET GP S.R.L.
Regarding the debt positions towards shareholder Shellnet S.A.p.A. of Shellnet GP S.r.l., the details of the outstanding positions are provided below:
1. 34,965 thousand Euro owed by Tiscali Italia relating to the provision of the FWA service (provided until July 2024), net of compensations made up to May 31, 2026.
2. 3,659 thousand Euro for the lease debt (IFRS16) of Tiscali Italia arising from the IP address sale transaction carried out in 2025 for a total net amount of 10 million Euro plus VAT (1st and 2nd tranches);
3. 9,847 thousand Euro, including accrued interest, owed by Tessellis relating to a shareholder loan.
4. 244 thousand Euro owed by investee companies Go Internet and Bid-Go.
*** *** ***
CONVERTIBLE BOND LOAN AND CONVERTIBLE NOTES
Pursuant to CONSOB Communication no. 13/25 of July 4, 2025, the following information, updated as of May 31, 2026, relating to the POC is provided:
i) the number of instruments subscribed as of May 31, 2026, is n. 235
bonds, for a value of 23.5 million Euros. The remaining bonds that can be subscribed amount to 385 bonds, for a value of 38.5 million Euros (*);
ii) commissions and fees paid amount to a total of 2,557.5 thousand Euros as of May 31, 2026 (*);
iii) details regarding the number of instruments converted, indicating the conversion price, the number of shares resulting from the conversion, and the change in share capital resulting from such conversion are published at the following link: https://www.tessellis.it/poc-2023/ It is also specified that N&G is not – nor has it ever been – classifiable as a related party under the current applicable regulations.
It is specified that as of the commencement on March 1st of the aforementioned group negotiated composition procedure, no new subscriptions of bonds or conversions have been made.
For further information on the POC, please refer to the dedicated section accessible from the Company's website (https://www.tessellis.it/poc-2023/).
(*) The quantitative data cited refer exclusively to the aforementioned POC of 62 million Euros.
DECLARATION
OF THE MANAGER RESPONSIBLE FOR FINANCIAL REPORTING
I, the undersigned, Andrea Bernassola, Manager responsible for financial reporting of Tessellis S.p.A., hereby declare, pursuant to Article 154-bis, paragraph 2, of Legislative Decree 58/98, as amended, that the accounting information contained in this press release corresponds to the documentary evidence, books, and accounting records.
Andrea Bernassola
Manager responsible for financial reporting
About Tessellis
Tessellis S.p.A. (Borsa Italiana. Milan: TSL) is the holding company of the Group formed 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 leading national operator 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 approximately 8 million monthly visitors, as well as the advertising concessionaire Veesible s.r.l..
End of Press Release n.0260-50-2026 Number of Pages: 7