News of the week:
FinTech Regulation: consultation with the market launched
Financial education month is back in October
Consob Statistics Bulletin: more companies on the Stock Exchange thanks only to EGM, net improvement in profits
Market abuse, open day on 18 July on the new reporting methods
Comer Industries Spa Ipo: Consob approves the listing prospectus on Euronext Milan
Nebula Aurea BidCo takeover bid on reevo shares: Consob approves the bid document for delisting
LBM Next takeover bid on Labomar: Consob approves the bid document for delisting
Saes Getters takeover bid on its savings Shares: Consob approves the bid document
Prospectus for the offer and admission to trading of Pierrel Spa shares approved
Bioera Spa: second supplement to the prospectus for admission to trading on Euronext Milan approved
Investor protection warnings from other authorities

- COMMISSION DECISIONS - taken or made public during the week (all documents are available only in Italian

- NEWS OF THE WEEK -

Consob has launched a 30-day public consultation with the market on the Regulation on the Fintech Decree.

The FinTech decree (Decree-Law No. 25 of 17 March 2023, converted with amendments by Law No. 52 of 10 May 2023) introduced a new scheme for the form and circulation of some financial instruments, recognising the possibility of using distributed ledger technologies (DLT) for their issuance and transfer. On the one hand, the FinTech decree constitutes the necessary national complement to the EU Pilot Regime European Regulation, which established a pilot scheme for DLT market infrastructures.

Under national law, it is also possible to use a digital format for financial instruments not intended for trading on a MiFID trading venue and, therefore, excluded from the scope of application of the Pilot Regime Regulation. In such cases, the relevant issuances must be entered on digital circulation registers maintained by register managers enrolled on a special list kept by Consob.

According to the FinTech decree, both traditional financial intermediaries and issuers of financial instruments directly, as well as new operators specialised in this activity, may hold the title of party responsible for the register.

Consob intends to regulate enrolment and cancellation from the list of parties responsible for the digital circulation register with the Regulation put out to consultation. The Regulation also lays down minimum information requirements for the document containing the register's operating procedures and measures to safeguard its operation. Each party responsible for the register must make this document available to the public in an accessible electronic format that can be consulted at any time. This is intended to make the ordinary enrolment process in the list of the parties responsible for the register fully operational as of now.

The FinTech decree grants Consob further regulatory powers, to sometimes be exercised in agreement with the Bank of Italy. Due to the innovativeness of the subject matter to be regulated and taking into account the provisions of the decree with reference to the procedure for the adoption of regulatory measures, Consob envisages exercising the powers in several stages.

In particular, once the Regulation put out to consultation has been defined, after discussion with the other supervisory authorities involved and the market, Consob will assess the exercising of further regulatory powers. This will make it possible to modify the objective scope of the primary legislation, also taking into account examples of use and market needs emerging from practice, and to dictate measures for implementing the provisions of the decree aimed at ensuring uniformity and certainty of application practices among operators.

Consob welcomes, even at this early stage, any comments from stakeholders including with regard to matters that may be regulated at a later stage.

The Consultation Paper is available on the Consob website at the following link: https://www.consob.it/web/area-pubblica/consultazioni?viewId=consultazioni_in_corso. Contributions to the consultation must be received by 9 August using the SIPE form: https://www.consob.it/web/area-pubblica/invio-osservazioni

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"It's financial education time!": it's time to take part in the sixth edition of Financial Education Month, the event promoted throughout Italy by the Committee for the Planning and Coordination of Financial Education Activities. Guidelines on how to join the event are available on the Committee's portal (www.quellocheconta.gov.it).

October is Financial Education Month and the Committee for the Planning and Coordination of Financial Education Activities (Edufin Committee), of which Consob is a member, invites everyone to propose initiatives aimed at promoting the development of financial, insurance and pension knowledge.

The slogan of the sixth edition of the "Month" is "It's time for financial education!".

The bell's ringing! Financial education may be in the classroom soon. It's time not just for students, but for all of us, to commit without delay to building and strengthening our basic financial knowledge, day after day, which will help us to manage our savings better and make informed choices on how to invest, take out insurance policies and save for our retirement. This is an important invitation, aimed at the most fragile and vulnerable people too - such as women, low-income families and migrants - who can be helped by financial education to achieve greater financial well-being.

The initiatives will be held from 1 to 31 October 2023 (World Savings Day) and will take place both online and in-person through various methods: conferences, webinars, cultural initiatives, seminars, shows, play days and training events for adults, children and young people.

Three important events within the Month have been confirmed again this year: World Investor Week, (sponsored by IOSCO - International Organization of Securities Commissions), which will take place from 2 to 8 October, Social Security Education Week, which will take place from 9 to 14 October and Insurance Education Day, which will take place on 19 October.

Last year, more than 800 events were organised throughout Italy during Financial Education Month, which were widely attended. The Committee invites associations, institutions, companies, universities and research centres, schools, foundations, public administrations and any other organisations wishing to engage in the field of financial education to submit their application.

From 12 July, it will be possible to submit your initiative by filling in the online form available on the Committee's website (www.quellocheconta.gov.it).

All free-of-charge and non-commercial initiatives that meet the requirements set out in the Guidelines published on the www.quellocheconta.gov.it portal will be accepted. Participation will allow the official "Month" logo to be used, inclusion in the "Month Calendar" and to benefit from the promotional activities coordinated by the Committee.

"With the Month we call on everyone to contribute to financial education in our country," says Annamaria Lusardi, director of the Edufin Committee. "Financial knowledge has become even more important, it is a compass to guide us in an increasingly complex world. That is why it is essential at school and we invite everyone to set up initiatives especially for young people, starting with the very young".

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Capitalization of the Stock Exchange in sharp decline compared to Gross Domestic Product. Equity investments experiencing a sudden slowdown, while those in bonds are increasing. The Mercato Telematico Azionario (MTA market), Piazza Affari's main market, continues to shrink (9 exits). However, the total number of companies listed or traded on the Milan Stock Exchange has risen from 407 to 412, although the positive balance (+5) is due exclusively to the increase (+16) in small, very small and medium-sized companies admitted to EGM (Euronext Growth Milan), the unregulated market targeted at SMEs, which offsets the reduction on the MTA market (-9) and Vorvel (-2), the former Hi-MTF. At the same time the profitability of Italian listed companies is improving markedly.

This was the chiaroscuro picture, depicted in Consob's latest Statistics Bulletin, of Borsa Italiana at the end of 2022. The data in the Bulletin, published on the www.consob.it website, does not take into account developments since 31 December, and depicts a securities market that is recovering slightly compared to the figures recorded at mid-year, but is below its level at the end of 2021.

The indicators describe an uncertain economic situation, affected by the war in Ukraine, soaring inflation driven, amongst other things, by increases in the energy sector, and which is also affected by the interest rate hikes approved by the European Central Bank.

In contrast, the 2022 profits of non-financial companies show a big increase, by as much as 123% up to EUR 28.2 billion for companies listed on the MTA market and by 52% up to EUR 591 million for EGM. Banks' profits also improved compared to 2021 (EUR 15.3 billion, +55%), while those of insurance companies fell by 3% (down to EUR 6.1 billion) and other financial companies by 20% (down to EUR 0.8 billion).

The decline in share prices has depressed the overall capitalization of Italian listed companies, which as of last 31 December had fallen on an annual basis by 18.6%. In relation to Gross Domestic Product, market capitalization fell from 33% at the end of 2021 to 25% at the end of 2022.

The portfolio of securities held by households and companies, with Italian intermediaries, is down (-8.8%). The weight of investments in shares and bonds issued by financial companies is growing. In contrast, the incidence of investments in mutual funds is decreasing. The volumes of activity relating to investment services, in particular, the funding of financial instruments (down 15.4% to 363.4 billion) and insurance products with predominantly financial content (down 47.1% to 28.1 billion) by Italian intermediaries, also decreased.

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As from 4 September 2023, it will be possible to send reports of transactions suspected of constituting market abuse, governed by Article 16 of the Market Abuse Regulation - MAR (STORs, Suspicious Transaction and Order Reports) to Consob exclusively through a new dedicated web application that will be available by accessing the "Services for Operators" / "Compliance" / "Markets" section of Consob's website (www.consob.it).

Since 4 July 2023:

• credentials to access the web application are being issued according to the procedure described in the document available in the "Services for Operators" / "Compliance" / "Markets" section of Consob's website (https://www.consob.it/web/area-operativa-interattiva/mercati2);
• a user manual, also containing an operating guide, can be found in the "Services for Operators" / "Manuals" / "Markets" section of Consob's website (https://www.consob.it/web/area-operativa-interattiva/mercati1).

The features and procedures for using the new web application will be presented during an in-person event, organised at Consob's Milan offices in Via Broletto, 7, on 18 July 2023 at 15:00.

In view of the limited capacity of the spaces that will host the event (38 people), online participation will be possible via connection to the GoToMeeting platform. Remote connection details will be provided closer to the event.

The presentation is aimed at operators who organise and operate a trading venue as well as the trade associations of the subjects indicated in Article 16 paragraph 2 of the MAR. Associations may - within the above-mentioned capacity limits - also indicate the participation of a limited number of their members, by sending an email to the address segr.mercati@consob.it by today 10 July 2023, indicating the preferred manner of participation (in-person/remote), the name of the participant, position held, telephone number and a contact email address.

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The Commission has approved the prospectus for the admission to trading on the Euronext Milan market of the ordinary shares of Comer Industries Spa.

By order no. 8958 of 5 July 2023, Borsa Italiana ordered the admission to listing on Euronext Milan of the Comer Industries Spa ordinary shares and the simultaneous exclusion from trading on the Euronext Growth Milan market of the company's ordinary shares.

The purpose of the prospectus is exclusively the admission of the company's ordinary shares, already traded on the multilateral trading facility Euronext Growth Milan Italia, to trading on Euronext Milan so a public offering is not planned.

Comer Industries Spa operates in the design, production and marketing of advanced engineering systems and mechatronic solutions for power transmission of relevant machines. The group divides its activities into two sectors, depending on the use of the machines on which the supplied products are installed: (i) agricultural and (ii) industrial, which also includes products for the wind power sector and electric vehicles.

As at the date of the prospectus, the share capital of the issuer is held by the following parties: Eagles Oak 51.05%; WPG Parent 23.86%; Finregg Spa 5.93%; Matteo Storchi 2.33%; float 16.86%.

As at the date of the prospectus, the issuer is legally controlled pursuant to Article 2359, paragraph 1, of the Italian Civil Code and Article 93 of the Consolidated Law on Finance by Eagles Oak Srl; the latter is not subject to control by any natural or legal person and its share capital is owned by Matteo Storchi, Cristian Storchi, Marco Storchi and Annalisa Storchi, who each own 25%.

The prospectus outlines the risks with regard to the issuer and the group, to the market in which they operate, and to the financial instruments that will be admitted to listing.

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Consob has approved the document on the voluntary full takeover bid (opa) launched by Nebula Aurea BidCo Spa on 4,950,128 ordinary shares and 4,593,830 warrants issued by Reevo Spa (Resolution No. 22765 of 6 July 2023). The purpose of the bid is the delisting of the shares and warrants; therefore, upon the occurrence of the conditions set forth in Article 108, paragraph 2, of the Consolidated Law on Finance, the offeror does not intend to restore a float sufficient to ensure the orderly trading of the shares and warrants.

The bid subscription period starts on 10 July 2023 and will end on 28 July 2023. The possible reopening of the deadline will take place from 7 to 11 August 2023.

The bid relates to:

• up to 4,950,128 ordinary shares issued by Reevo Spa, corresponding to all the outstanding shares, representing approximately 97.46% of the share capital of the issuer and corresponding to the entire share capital less the 129,100 shares held by the issuer and subject to a non-subscription commitment, at a unit price per share of EUR 17.60, traded on the Euronext Growth Milan multilateral trading facility, organised and operated by Borsa Italiana Spa, from 6 April 2021 (the "bid on the shares");
• up to 4,593,830 warrants issued by the issuer, representing all outstanding warrants, at a unit price per warrant of EUR 0.18, traded on Euronext Growth Milan from 29 November 2021 (the "bid on the warrants").

If the bids are accepted in full, the maximum overall disbursement will be EUR 87,949,142.20.

The bidder is Nebula Aurea BidCo Spa ("BidCo"), a company under Italian law specifically established on 5 May 2023 as a vehicle for the promotion of bids. The bidder's share capital is wholly owned by Nebula Aurea MidCo Spa ("MidCo"), a company incorporated under Italian law on 19 April 2023, whose share capital is wholly owned by Nebula Aurea Investments Spa ("NAI"), a company incorporated by White Bridge Investments III Spa ("WBI III") for the purpose of acquiring and managing shareholdings.

Reevo is the operational holding company of the Reevo Group, which is mainly active in the Italian digital, cloud computing and cybersecurity market and, in particular, in the area of corporate data management, storage and protection.

The bid is part of a broader transaction involving, on the one hand, the bidder and, on the other hand, Salvatore Giannetto and Antonino Giannetto, who in total together hold approximately 58.02% of the issuer's share capital, including through the companies controlled by them.

In particular:

• Salvatore Giannetto owns 3,700 shares, representing 0.07% of the issuer's share capital, and 900 warrants;
• Salvix, a company controlled by Salvatore Giannetto, owns 1,470,000 shares, representing 28.94% of the issuer's share capital, and 1,470,000 warrants;
• Antonino Giannetto owns 3,400 shares, representing 0.07% of the issuer's share capital, and 900 warrants;
• AGI, a company controlled by Antonino Giannetto, owns 1,470,000 shares, representing 28.94% of the issuer's share capital, and 1,470,000 warrants.

On 16 May 2023, WBI III, Nebula Aurea Investments Spa ("NAI"), which holds 100% of the share capital of MidCo, MidCo and BidCo entered into a framework agreement with the Giannetto brothers to regulate, inter alia, the terms, conditions and obligations of the bidder with regard to the bid, and the undertaking by the Giannetto brothers and the companies controlled by them to accept the bid in relation to all the shares and warrants owned by them and to ensure that the issuer's treasury shares are not offered in acceptance of the bid.

On the same date, WBI III, NAI and the Giannetto brothers signed an investment agreement also containing shareholder-type agreements, effective subject to completion of the bid, aimed at regulating, inter alia, terms and conditions relating to the capitalization of MidCo and terms and conditions of the Giannetto brothers' reinvestment in MidCo for a total amount of EUR 17 million. The investment agreement provides, inter alia, that subject to the completion of the bid, the extraordinary shareholders' meeting of MidCo will resolve on a share capital increase, the amount of which will be determined on the basis of the amount of financial resources required to purchase the shares and warrants in the context of the bid.

The effectiveness of the bid depends on the fulfilment or waiver of the following conditions of effectiveness:

• the granting of the Golden Power authorization ("Golden Power Condition")
• that acceptances of the bid on the shares involve a total number of shares that allows the bidder to hold a stake representing at least 95% of the share capital of Reevo (“Shares Threshold Condition”). If this condition is not fulfilled, the offer on the warrants will not be considered effective either;
• that acceptances of the bid on the warrants involve a total number of warrants that allows the bidder to hold at least 95% thereof (“Warrant Threshold Condition”). If this condition is not fulfilled, the bidder may decide to deem the bid on the shares effective, provided that the other conditions of effectiveness have been fulfilled or waived;
• the non-occurrence of any facts or situations relating to Reevo, not known to the market, which would have the effect of significantly affecting the issuer's business or its financial, equity, or economic position ("MAC Condition");
• that the corporate bodies of Reevo do not approve capital increases of the issuer ("Capital Increases Condition").

The press release by the issuer’s Board of Directors, pursuant to the combined provisions of Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, accompanied by the opinion of the independent directors, is attached to the bid document.

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Consob has approved the document relating to the voluntary full takeover bid (opa) launched, pursuant to Article 6-bis of the Issuers' Regulation and Articles 8 and 9 of the issuer's by-laws and Article 102 of Legislative Decree No. 58/1998, by LBM Next Spa on 4,625,736 ordinary shares of Labomar Spa (resolution No. 22767 of 8 July 2023) for the delisting of the latter.

The bidder is a vehicle attributable to the majority shareholder, LBM Holding Srl (LBM), in turn controlled by Walter Bertin (which holds the entire capital) as well as an investee of Claudio De Nadai. The bidder is indirectly controlled, pursuant to and for the purposes of Articles 2359 of the Italian Civil Code, by WB, through LBM.

The bid is for up to 4,625,736 ordinary shares of the issuer, representing approximately 25% of the relevant share capital, i.e. all the shares issued by Labomar Spa, less: (i) the 12,496,557 shares, representing 67.607% of the relevant share capital held by LBM Holding Srl and by Claudio De Nadai, shareholders of the bidder, as well as (ii) the 1,361,750 shares, representing 7.37% of the relevant share capital, purchased by parties acting in concert with the bidder and, in particular, by Ccp No. 7.2 Limited.

The consideration is EUR 10 for each share tendered in the bid. In the event of total acceptance of the bid, its maximum total amount is EUR 46,257,360.

The bid starts on 10 July 2023 and will end on 31 July 2023. The possible reopening of the deadline will take place from 7 to 11 August 2023.

The issuer is a company specialising in the development and contract manufacturing of dietary supplements, medical devices, foods for special medical purposes, functional cosmetics and non-functional cosmetics, falling within the broader nutraceutical sector. Labomar was founded in 1998 as the laboratory of the Bertin family-owned pharmacy located at Istrana, in the province of Treviso.

Labomar is subject to consolidation by LBM Holding Srl and in turn acts as the parent company of its subsidiaries. As of 5 October 2020, it was admitted to trading on Euronext Growth Milan, at a placement price of EUR 6 per share.

The bid is functional to the delisting of the issuer and is part of a complex transaction through which LBM Holding Srl ("LBM"), a wholly-owned subsidiary of Walter Bertin ("WB"), Labomar's majority shareholder, as well as its minority shareholder Claudio De Nadai ("CDN" - LBM and CDN, jointly, the "relevant shareholders"), holder of 0.268% of the share capital of the issuer intend to implement a delisting transaction and set up a joint-venture with a new financial partner - Charterhouse (a London-based private equity investment company focused on investing in European companies with high growth prospects) for the post-delisting management of the bidder and the issuer. Such financial partner Charterhouse will operate for the purposes of the transaction through the management company Charterhouse Gp Llp and directly through Ccp NO. 7.2 Limited (the "Ccp Vehicle").

In addition to the LBM Next Spa takeover bid on all the Labomar Spa shares, the transaction includes:

• the signing by the issuer's relevant shareholders (Walter Bertin and Claudio de Nadai, who together, through LBM, hold a 67.6% stake in the issuer) and the Ccp Vehicle of an investment agreement regulating, inter alia, (a) the commitment by the Ccp Vehicle to provide BidCo with the resources for the bid, (b) the contribution to BidCo of the stake currently held by the relevant shareholders representing 67.6% of the issuer and the simultaneous subscription of a capital increase for the amount of the contribution, (c) a BidCo capital increase reserved to the Ccp Vehicle representing the amount of the maximum disbursement (EUR 46,257,360) envisaged for the bid;
• the relevant shareholders and the Ccp vehicle have entered into a call option agreement for BidCo shares governing BidCo's future shareholding structure;
• Master Lab (financial shareholder, anchor investor of the issuer since the listing), a significant shareholder of the issuer with a 6.186% stake, has entered into an agreement with the Ccp Vehicle to accept the bid with its own shareholding and reinvest the proceeds from accepting the bid in the Ccp-Vehicle.

The press release by the issuer’s Board of Directors, pursuant to the combined provisions of Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers' Regulation, accompanied by the opinion of the independent directors, is attached to the bid document.

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Consob has approved the document relating to the voluntary partial takeover bid (OPA) for 1,364,721 Saes Getters Spa savings shares launched by the issuer itself pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 1998 (Resolution no. 22766 of 6 July 2023).

The acceptance period for the bid begins on 11 July 2023 and will end on 31 July 2023.

Saes Getters is a company under Italian law with shares listed on Euronext Milan (formerly MTA) since 1986, currently on the Star segment. The company's majority shareholder is S.G.G. Holding Spa, with 5,053,486 ordinary shares, representing 34.44% of the ordinary share capital, corresponding to 63.79% of the exercisable voting rights, taking into account the increased vote. There are no other relevant shareholders pursuant to Article 120 of the Consolidated Law on Finance.

The bid, directed without distinction and on equal terms at all the company's savings shareholders, is part of the overall transaction to simplify the issuer's share capital, implemented through the elimination of the class of Saes savings shares.

The transaction consists of:

• the bid, concerning 1,364,721 Saes savings shares, representing approximately 6.2% of the issuer's total share capital and approximately 18.5% of the outstanding Saes savings shares;
• the mandatory conversion into ordinary shares, at a 1:1 ratio, of the remaining savings shares. 6,013,898 savings shares issued by Saes, at the same time and subject to completion of the bid.

The bid price is EUR 29.31 for each savings share contributed to the bid for a maximum total disbursement of EUR 39,999,972.51.

On completion of the transaction, the company's total share capital will be represented by 16,785,248 ordinary shares; in the absence of other changes during the period and assuming no withdrawals, S.G.G. Holding will have a 30.11% stake in the share capital and 46.19% of the voting rights, thus losing control of the company by law.

The effectiveness of the bid, and thus also that of the mandatory conversion, is subject, inter alia, to the following conditions:

• that a minimum number of acceptances is reached, representing the total amount of the subject of the bid, i.e. 1,364,721 Saes savings shares (the "Threshold Condition"), and representing approximately 18.5% of the outstanding Saes savings shares. The Threshold Condition cannot be waived;
• that on the second stock market trading day prior to the bid payment date, the official price of Saes ordinary shares is not less than EUR 23.49 and the official price of Saes savings shares is not less than EUR 15.78 (the "Price Condition");
• that the amount to be paid by the company to the withdrawing shareholders, at the end of the period envisaged for the option and pre-emption offer on the savings shares for which the right to withdrawal has been exercised, shall not exceed the amount of EUR 5 million (the "Withdrawal Condition"), unless the company waives this condition by means of a resolution of the governing body in office.

The offer is also subject to the MAC Condition. The bidder may waive or modify (except for the Threshold Condition) all or part of the conditions of effectiveness.

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The Commission has approved the prospectus for the offer and admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of the shares resulting from the Pierrel Spa capital increase approved by the extraordinary shareholders' meeting of 5 June 2023.

Pierrel is a global player in the pharmaceutical market, active in the national and international outsourcing market serving pharmaceutical companies. The issuer is involved in the development and production of medicinal specialities on behalf of third parties and on its own account at its production site at Capua and their subsequent distribution. In particular, the products manufactured and distributed by Pierrel fall into two categories: (i) drugs for dental anaesthesia; (ii) products for the prevention of dental diseases. As can be seen from the prospectus, in FY2022, about 60.5% of the revenues from ordinary operations were generated in America. At the date of the prospectus, Pierrel owned approximately 44 Marketing Authorisations ("MAs") distributed in 37 countries.

At the date of the prospectus, the share capital of the issuer amounted to EUR 3,716,341.74, represented by 9,155,251 ordinary shares with no face value designation. Fin Posillipo Spa and Bootes Srl hold a stake representing 51.306% and 21.15% of Pierrel's share capital, respectively. Fin Posillipo therefore exercises legal control over the issuer, pursuant to Article 93 of the Consolidated Law on Finance, even though no party exercises management and coordination activities over the company pursuant to Articles 2497 et seq. of the Italian Civil Code

On 5 June, Pierrel's extraordinary shareholders' meeting resolved to approve the proposal to increase the share capital, against cash payment and in divisible form, for a maximum total amount of EUR 70,000,000, including any share premium, through the issue of new ordinary shares, with no expressed face value, with the same characteristics as those in circulation and regular dividend rights, to be offered in option to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code.

The option offer is for up to 45,776,255 shares, having the same characteristics as the outstanding shares, to be offered to all shareholders, at an offer price per share of EUR 1.529, of which EUR 0.138 is to be allocated to share capital and EUR 1.391 to share premium.

The offer period starts on 10 July 2023 and will end on 24 July 2023. The option rights will be negotiable in the period between 10 July and 18 July 2023.

Pierrel's business reported a decrease in profit margins in FY2022 compared to FY2021. To counteract the deterioration in profit margins and develop the business, the issuer has planned a takeover transaction mainly concerning marketing authorisations for new products and a new production line, to be financed with the proceeds of the capital increase.

On 2 May 2023, Pierrel signed an agreement with 3M Company for the purchase of certain contracts, authorisations and intellectual property rights relating to dental products, as well as the purchase of the production line for new products, for a total amount of USD 70 million (approximately EUR 63.6 million). As at the date of the prospectus, part of the takeover price in the amount of USD 3.5 million (EUR 3.2 million) had already been paid to 3M Company as an advance on the consideration. The issuer plans to pay the remaining takeover consideration (EUR 60.4 million) from the net cash proceeds of the share capital increase. The net cash proceeds of the capital increase remaining after financing the takeover (EUR 1 million) are intended to cover certain takeover-related costs and a portion of the takeover-related investments.

By letter dated 2 May 2023, the relevant shareholders made separate subscription commitments in connection with the capital increase. Fin Posillipo has irrevocably assumed a commitment, without any real or personal and unconditional guarantee, to: (i) subscribe, at the offer price, the entire shareholding due to it pursuant to Article 2441, paragraph 1, of the Italian Civil Code, as part of the option offer (for an amount of approximately EUR 35.9 million), as well as (ii) to purchase, as part of the offer on the stock exchange of option rights pursuant to Article 2441, paragraph 3, of the Italian Civil Code, on the last day of the stock exchange offer, the entire amount of the option rights available on the market and to exercise the option rights purchased within the day following the closing of the stock exchange offer. As to the manner in which this commitment will be executed, it will be executed partly by cash release and partly (for an amount of EUR 5.5 million) by offsetting receivables. Bootes has irrevocably assumed a commitment to subscribe, at the offer price, a portion of the quota due to it of the capital increase (representing approximately 3.4% compared to the 21.15% due to it) for a maximum amount representing the value of a receivable Bootes has against the issuer (EUR 2.3 million), as part of the option offer. This commitment will be executed by offsetting receivables.

In addition to the subscription commitments relating to the capital increase, the prospectus also discloses the fact that on 2 May 2023, the majority shareholder Fin Posillipo issued a letter, signed for acceptance by Pierrel and 3M Company ("Equity Commitment Letter"), pursuant to which Fin Posillipo undertook, towards Pierrel and 3M Company, inter alia, to pay into Pierrel's coffers, by and no later than 28 July 2023, an amount equal to USD 70 million (corresponding to approximately EUR 63.6 million), through one or more payments into the capital increase account and/or future capital increase account, at Fin Posillipo's sole discretion, upon the occurrence of certain events including: (i) failure by Consob to issue its authorisation for the publication of the prospectus; (ii) the offer of the option rights relating to the capital increase - including both the offer and any offer on the stock exchange - does not end before 27 July 2023.

As stated in the prospectus, in the event that the capital increase is not subscribed or is only partially subscribed and in the event, deemed unlikely by the issuer, that Fin Posillipo does not fulfil its subscription commitment or its obligations under the Equity Commitment Letter, the issuer would not have or would only partially have available the liquidity necessary to pay the residual portion of the price (net of the advance) and, in such a scenario, the company would not be able to raise such resources by resorting to the debt market.

On 26 April 2023, the company's board of directors approved the group's business plan for the period 2023-2026. The Plan is based on the successful completion of the capital increase and assumes that the aforementioned takeover will be completed. As emerges from the prospectus, the strategic lines of the scheme are focused, among other things, on: (i) strengthening Pierrel's presence on the international market, through the registration of new and additional MAs in countries where the issuer is not currently present; (ii) consolidating brand recognition through actions such as the introduction of highly automated technologies and the specialisation of qualified personnel; (iii) research and development on innovative products.

The prospectus describes the risk elements associated with the issuer and the financial instruments issued. In particular, risk profiles are described in connection with the failure to achieve the objectives of the aforementioned business Plan, borrowing and profitability trends exposed to the negative effects of increased competitive pressure.

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Consob has approved (pursuant to Article 23 of EU Regulation 2017/1129), a further supplement to the prospectus relating, inter alia, to the admission to trading on Euronext Milan of ordinary shares of Bioera Spa, as already supplemented by the supplement published on 8 March 2023 (see "Consob Informa" nos. 6/2023 and 8/2023).

The prospectus published last February concerns, among other things, the admission to trading on Euronext Milan of the shares resulting from the capital increase to service the convertible debenture loan (Poc) cum warrant in the context of the agreement that the issuer signed with Golden Eagle Capital Advisors Inc. ("GECA") on 5 August 2022.

The option offer ended on 10 March 2023 and the capital increase in option was partially executed, i.e. for EUR 1.5 million out of an amount of EUR 10 million. As regards the Poc, as reported in the supplement, to date a face value of EUR 1 million has been subscribed out of a total Poc face value of EUR 9 million. Considering that the agreement signed with GECA is still in progress and that further issues of ordinary shares are envisaged under the agreement and for such issues trading has therefore not yet commenced, the prospectus as supplemented by the first supplement needs to be updated with information on significant new events that have occurred (subsequent to the publication of the first supplement). By note dated 26 May 2023, the company applied to Consob for approval of the prospectus supplement (as supplemented by the first supplement) in view of the following significant new facts as listed below:

• the Board of Directors' approval of the consolidated financial statements as at 31.12.2022 (as per press release of 21 April 2023);
• the Board of Directors' approval of certain related party transactions (as per press release of 22 May 2023);
• the updated representation of Bioera's significant shareholders;
• tax litigation;
• the approval of the annual financial statements as at 31.12.2022 and the new members of the Board of Statutory Auditors appointed by the shareholders' meeting on 5 July.

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The supervisory authorities of United Kingdom (Financial Conduct Authority - Fca), Spain (Comisión Nacional del Mercado de Valores - Cnmv), Belgium (Financial Services and Markets Authority - FSMA), Austria (Financial Market Autority - Fma) and Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the Financial Conduct Authority (FCA) - United Kingdom:

• Zadepro Global (www.zadeproglobal.com);
• Trade One Fx (www.tradeonefx.org);
• Mj Coininvest Pro (www.coin-profitmax.com);
• Metabitexchange (www.metabitexchange.com);
• Boston Capital (www.bostoncapitalpty.com);
• Assetallianceinc.com (www.assetallianceinc.com);
• Wm Global (www.tradingpointuk.com), clone of a licensed company;
• Digital Gold Investment (www.digitalgoldinvest.com);
• Our USA Loan Payday Loans (www.ourusaloan.com);
• Daily Fxmining (www.dailyfxmining.com);
• GEMINIFX (www.geminifxtraders.com).

Reported by the Comisión Nacional del Mercado de Valores (CNMV) - Spain:

• Tradecentrix (https://tradecentrix.net/es);
• Equipo Juanfe (https://www.equipojuanfe.com/);
• Smart + / Sbc Smartfund Limited (https://smartplus.inc).

Reported by the Financial Services and Markets Authority (FSMA) - Belgium:

• As-Admino (www.asadmino.be);
• Bfici (www.bfici.com);
• Bsi-Credit (www.bsi-credt.com);
• Capital Infusion / Capital Infusion Llc (www.capital-infusion.com);
• Cashpay (www.cash-credit.fr);
• Cea Credits (www.cea-credits.ch);
• Creditpont (www.creditpont.com);
• Dalaxy Service (www.dalaxyservice.com);
• De Lening Voor Iedereen Group (de-lening-voor-iedereen.com);
• Egs Union (https://egs-union.com);
• E-Loan Sodex (www.e-loansodex.com);
• Erinter-Service (www.erinter-service.com);
• Euro Finanz Welt (https://www.eurofinanzwelt.com);
• Fiinz Snelle Financiering (www.fiinz-snelle-financiering.fr);
• Get Finance (www.getfinanceltd.com);
• Gilvesty-Service / Gilvesty-Services (www.gilvesty-service.com);
• Globaluni Bank / Worldbank Kredit (www.globalunibnk.com);
• Goldservices-Bk / Golden Bank Services (www.goldenservices-bk.com);
• Harc Union Credit (https://www.harc-unioncredit.com);
• Hpinvest Finance (www.hpinvestfinance.com);
• Innovate (www.beste-und.com);
• Kredit Official (www.kreditofficial.com);
• Kymco/ Kymco Services (kymco-services.com);
• Legal Compagny (www.legal-compagny.com);
• Lenen Direct / Lenen Direct Bank (www.lenendirect.com);
• Mavetixcompass (https://mavetixcompass.com);
• Myrx Services (www.myrx-service.com);
• Nm Venture Kapital (www.nm-venture-kapital.com);
• Only-Finance (www.only-finance.com)
• Ooreka Inter (www.oorekainter.com);
• Opunilo (www.opunilo.com);
• Perfecte Krediet (www.perfectekrediet.nl);
• Pluskredi (www.pluskredi.com);
• Privaatfund (www.privaatfund.nl);
• Record Finance (www.record-finance.com);
• Rocket-Money (https://rocket-money.ch);
• Saberis Credit Group / Saberis Kredit (www.saberiskredit-group.com);
• Sarpaas / Ensar (www.sarpaas.com);
• Snelle Online Lening (www.snelle-online-lening.com);
• Snelle-Lening Group (www.snelle-lening.net);
• Solidariteit Krediet / Solidariteit Kreidiet (www.solidariteit-krediet.nl);
• Solunex Finances (www.solunex-finances.com);
• Soxygroup (www.soxygroug.com);
• Torfsgroups (www.torfsgroups.com);
• Tresorerie Express (www.tresorerie-express.com);
• Vergas Finance / Vergas Finance Credit (www.vergasfinan-bnk.com);
• Witler Finance Groups (www.witlerfinancegroups.com).

Reported by the Financial Market Authority - (FMA) - Austria:

• Bitlq / Omers Finance (email: info@bitlq.net);
• Roi Republic (https://roirepublic.co);
• Idealtrade (www.idealtrade.co; www.cfd.idealtrade.co).

Reported by the Commission de Surveillance du Secteur Financier (CSSF) - Luxembourg:

• Bit Lidex 360.

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• The document relating to the voluntary full takeover bids launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by Nebula Aurea BidCo Spa, on ordinary shares and warrants issued by Reevo Spa, has been approved (resolution no. 22765 of 6 July 2023).
• The document relating to the voluntary full takeover bid launched, pursuant to Article 6-bis of the Euronext Growth Milan Issuers' Regulations and Articles 8 and 9 of the issuer's by-laws and Article 102 of Legislative Decree No. 58/1998, by LBM Next Spa on ordinary shares of Labomar Spa, has been approved (resolution no. 22767 of 8 July 2023).
• The document relating to the voluntary partial takeover bid for 1,364,721 Saes Getters Spa savings shares launched by the issuer itself, pursuant to articles 102 et seq. of Legislative Decree no. 58 of 1998, has been approved (resolution no. 22766 of 6 July 2023).

• The prospectus relating to the offer and admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of the shares resulting from the Pierrel Spa capital increase approved by the extraordinary shareholders' meeting of 5 June 2023, has been approved (decision of 8July 2023).
• The prospectus relating to the admission to trading on the Euronext Milan market, organised and operated by Borsa Italiana of the ordinary shares of Comer Industries Spa, has been approved (decision of 8 July 2023).
• An additional supplement to the prospectus concerning, inter alia, the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of ordinary shares of Bioera Spa, has been approved (decision of 8 July 2023).
• The information note on the programme for the offering to the public and/or listing of Banco Bpm Spa bonds, has been approved (decision of 8 July 2023).

• M&G Investment Management Limited is authorised, pursuant to Article 28, paragraph 6, of the Consolidated Law on Finance, to provide portfolio management services, as referred to in Article 1, paragraph 5, letter d), of the Consolidated Law on Finance, in Italy, under the freedom to provide services, without holding, even on a temporary basis, the liquid assets and financial instruments of customers, to professional clients as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a), of the said Consolidated Law on Finance. The company is registered in the third-country firms other than banks section of the register referred to in Article 20 of the Consolidated Law on Finance. M&G Investment Management Limited is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime laid down therein (resolution no. 22768 of 8 July 2023).
• Rbc Global Asset Management Uk Limited is authorised, pursuant to Article 28, paragraph 6, of the Consolidated Law on Finance, to provide the following investment services: placement "without" an irrevocable commitment towards the issuer, as referred to in Article 1, paragraph 5, letter c-bis) of the Consolidated Law on Finance; portfolio management as referred to in Article 1, paragraph 5, letter d) of the Consolidated Law on Finance, in Italy, under the freedom to provide services, without holding, even on a temporary basis, the liquid assets and financial instruments of customers, to professional clients as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a), of the said Consolidated Law on Finance. Rbc Global Asset Management Uk Limited is registered in the third-country firms other than banks section of the register referred to in Article 20 of the Consolidated Law on Finance. The company is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime laid down therein (resolution no. 22769 of 8 July 2023).

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