Dealing

Directors determines the ratio of group
and conditions of equity capital increases in option
Cagliari, June 22, 2009
The Board of Directors of Tiscali SpA met today, has, among other things, assumed
relevant to certain resolutions of the Extraordinary meeting called on 28,
29 and June 30, 2009, on first, second and third call.
In particular:
(I) in relation to the proposal to undertake a reassessment of the number of
outstanding shares by a group of same, the Board of
Directors of Tiscali has resulted in n. 1 ordinary share for every 10
existing shares of the relationship grouping. For successful operation of
grouping the Company's share capital will therefore by
current 616,545,485 shares to 61,654,548 shares. The mode and timing of
reverse stock split will be determined in consultation with the Authority
authorities and, in particular, with the Italian Stock Exchange, notifying the
Market by means of a notice;
(Ii) the Board of Directors has determined the subscription price
issuance of new ordinary shares arising from the first and, possibly,
According to the capital increase, as described in the report
prepared by the Board of Directors pursuant to Art. 72,
Consob Regulation 11971/99, as amended, and art. 3 of Ministerial Decree 437/98,
made available to the public on June 12, 2009.
In particular, in determining the Offer Price, the Board of
Directors took into account the characteristics and content of the plan
debt restructuring is currently under construction, the agreements by
the same set, market practices for similar transactions and
the requirement that the conditions to proceed to the subscription of the First and
eventually, the Second Capital Increase Social nonetheless result
favorable for the market.
The Board of Directors therefore proposes that the Offer Price
under the First Capital Increase (up to a maximum of 190 million
Euros) and, if executed, according to the capital increase (up to a maximum of 46.5 million euros) is equal to Euro 0.01 per share (0.10 euro
after grouping);
(Iii) in relation to the warrants to be allocated free of charge at a ratio of 1 warrant for
Tiscali each ordinary share issued under the First Increase
capital, the Board of Directors also determined the relationship
Conversion into n. 1 ordinary share for every 20 warrants compendium Tiscali
exercised. The holders of warrants will be entitled to subscribe for shares of
compendium of newly issued at a price of Euro 0.08 (Euro 0.80
after grouping).
As announced to the market, it is expected that the capital increases above
will be provided by senior lenders, Dr. Renato Soru shareholder or shareholders
minority of Tiscali UK Ltd. (VNIL).