Nasdaq Tallinn
Announcement from the exchange

Notice of initial public offering of J. Molner AS shares

J. Molner AS (registry code 16579077, Akadeemia tee 21/5, 12618, Tallinn, Estonia, hereinafter "Molner" or "Issuer") hereby announces the initial public offering of its shares. The offering is based on a description of the company prepared by Molner, available on the Molner website at https://www.jmolner.com/investor.      

Shares are offered to the public only in Estonia and Latvia and not in any other jurisdiction.

Comment by Molner CEO Jason Grenfell-Gardner:

“Molner is building a specialty pharmaceutical company with Estonian roots and with key markets in the United States of America and Canada. With three drugs in our portfolio already approved in the US pending launch, our first drug submitted in Canada, and a pipeline of further products, Molner is leveraging the knowledge and capabilities of Estonian chemists and our regulatory environment into some of the largest markets for pharmaceuticals. Our focus on specialty generic products, including sterile injectable drugs for hospitals and non-sterile dermatological and topical drugs for pharmacies, allows us to rapidly scale our development skills, grow our pipeline, and deliver growth.”

Overview of the essential terms of the offering

Up to 123,152 ordinary shares of Molner are publicly offered. If the interest in the offering is high and the investor demand exceeds the number of shares offered, the Issuer has the right to increase the number of shares in the offering up to 147,783 shares.

The estimated revenue of the offering is approximately EUR 1,000,000, or up to EUR 1,200,000 in the case of oversubscription. Molner intends to use the revenue from the offering primarily for expanding its team and launching new generic drugs but also to increase the capabilities of its laboratory that supports the fast growth or Molner.  

Molner has submitted an application for admission to trading of all its shares including the new shares issued in the course of the offering on the Multilateral Trading Facility First North.

The offering period during which the shares can be subscribed for will begin on 24 October 2022 at 10:00 and ends on 4 November 2022 at 16:00 (Estonian time).

The offer price is fixed at EUR 8.12 per share of which EUR 1.00 is the nominal value and EUR 7.12 is the issue premium. Only an integer number of shares can be subscribed for.

A retail investor wishing to submit a subscription order must contact the operator of its securities account opened at the Estonian Register of Securities or a financial institution who is a member of the Nasdaq Tallinn Stock Exchange and manages its securities account at the Estonian Register of Securities.

Important dates

The below timeline specifies the most important dates related to the offer.

Given that the already issued shares belonging to the sole shareholder of Molner that are lent to AS LHV Pank are used for settlement purposes, it is possible to start trading with the shares on the following day after settlement. The reference in the schedule to 22 November 2022 concerns the first trading day of the shares issued by Molner to AS LHV Pank to enable the repayment of the loan.

Subscription form

Allocation principles

Molner shall decide on the distribution of the offering shares at its sole discretion after the end of the offering period on or about 7 November 2022. All investors shall be treated equally in the same circumstances for the purposes of distribution, however, Molner reserves the right to prefer Molner’s management, employees, clients and/or existing investors. Molner is entitled to use different allocation principles between the groups of retail investors and institutional investors.

In addition to the offering, Molner may allocate shares at its discretion to institutional investors, provided that such investors can be considered qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and to investors in the European Economic Area member states to whom the Shares are offered non-publicly according to Article 1(4) of the Prospectus Regulation.

Before investing in the shares of Molner we advise you to acquaint yourself with the company description in full and, if needed, consult with an expert. 

Contacts for additional information:

Jason Grenfell-Gardner

Member of the management board of J.Molner AS

+372 536 00 346

jason@jmolner.com

Molner is a holding company of the Molner Group that is founded in Estonia and active in USA, Canada and Estonia. Molner Group develops and sells generic drugs in Canada and USA as well as provides analytical chemistry and stability services to clients in Europe, Canada and USA.  

Important information:

This notice is an advertisement for securities within the meaning of Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council and does not constitute an offer to sell the shares of the Issuer or invitation to subscribe to the shares of the Issuer. Before deciding to invest we ask the investors to acquaint themselves with the Issuer’s company description and if needed consult with an expert. Decision to acquire the shares of the Issuer should be based only on the information presented in the company description of the Issuer.

The information contained in this notice is not intended to be published, distributed or transmitted, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or circumstance where the publication, sharing or transmission would be unlawful or to any persons to whom the competent authorities have applied financial sanctions. The Issuer’s shares will be publicly offered only in the Republic of Estonia and Republic of Latvia and the sale or offer of the shares shall not take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law or to any persons to whom the competent authorities have applied financial sanctions.

Shares are offered solely based on the company description and the offer is intended only for the persons to whom the company description is directed at. The present notice is not reviewed or confirmed by any supervisory authority, and it does not constitute a prospectus.