Telix announces A$600 million convertible bond offering

Melbourne, Australia, July 23, 2024 /PRNewswire/ — Telix Pharmaceuticals Limited (ASX: TLX) (Telix, the Company, the Issuer) today launches an offer of 600 million Australian dollars convertible notes due 2029 (the Offering). The convertible notes, also referred to as “convertible bonds” (the Convertible Bonds), are convertible into fully paid ordinary shares of Telix (the Ordinary Shares).

Telix announces A0 million convertible bond offering

Dr. General Manager and CEO of the Group Christian Behrenbruch said: “Telix’s strong commercial performance and cash generative business have enabled us to successfully implement an organic and inorganic growth strategy, including funding the development of our clinical pipeline. The announced offering will provide additional financial flexibility to implement our strategic priorities and capitalize on future opportunities in the growing radiopharmaceutical market.”

The convertible bonds represent attractive and low-cost financing for Telix and are non-dilutive until any future conversions occur. The initial conversion price will be higher than Telix’s current share price.

The net proceeds, after transaction costs, are intended to fund proposed investments to accelerate key clinical development programs across the Company’s theranostics portfolio. This includes label expansion studies to broaden market opportunities across Telix’s diagnostic imaging agent portfolio and funding pivotal trials for the Company’s kidney and brain cancer programs.

Additionally, the financing will provide Telix with financial flexibility to explore opportunities and potentially pursue strategically important M&A transactions and continued investments in global supply chain and manufacturing capabilities.

Offer of convertible bonds

The convertible bonds are expected to be listed on the official list of Singapore Exchange Securities Trading Limited (SGX-ST)
The offering is being marketed to eligible investors and the final terms of the convertible bonds will be determined through a bookbuilding process that is expected to be completed before market opens on Wednesday, July 24, 2024
Concurrently with the Offering, a delta placement of Ordinary Shares will be executed to facilitate investors’ hedging activity in relation to the Convertible Bonds. The settlement price per Ordinary Share under the delta placement will be used as the reference price for the Convertible Bonds.
Further details on the key terms of the convertible bonds are provided in the table below.

Offer is subject to change and finalization of pricing and settlement. Telix will provide further updates as necessary.

Advise

JP Morgan Securities plc is the sole manager (manager) of the offering.

Key Terms of Convertible Bonds

Issuer	Telix Pharmaceuticals Limited
Expected issue size	600 million Australian dollars
Ranking	Direct, unconditional, unsubordinated and unsecured obligations of the issuer
Due date	On or around July 30, 2029 (5 years)
Investor’s Put Option	At the end of year 3 (once only)
Coupon / Yield	2.00 – 2.75% per year
Conversion bonus	30 to 35% above the reference share price
Reference share price	The Delta Placement Clearing Price – see below
Delta Placement	The Manager will execute a book building process to facilitate some or all of the hedging activity that may be executed by investors in the Convertible Bonds. The Delta Placement clearing price will be used as the share reference price to determine the initial conversion price of the convertible bonds. The terms of implementation of the Delta Placement will be determined by the Manager in consultation with the Issuer.
Conversion price adjustment	Standard anti-dilutive adjustments, including the conversion price adjustment for all dividends paid by Telix
SEO	SGX-ST
Sales Restrictions	Reg S (Cat 1) only

About Telix Pharmaceuticals Limited

Telix is a biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals and related medical devices. Telix is headquartered in Melbourne, Australiawith international operations in United States, Europe (Belgium And Swiss), And JapanTelix is developing a portfolio of clinical and commercial stage products that address significant unmet medical needs in oncology and rare diseases. Telix is listed on the Australian Securities Exchange (ASX: TLX).

Telix Investor Relations

Mrs. Kyahn Williamson
Telix Pharmaceuticals Limited
Senior Vice President, Investor Relations and Corporate Communications
E-mail: (protected email)

This announcement has been authorized for distribution by the Disclosure Committee of Telix Pharmaceuticals Limited on behalf of the Board of Directors.

Legal Notice

Neither this announcement nor any copy thereof may be released, published or distributed in the United States. The information contained in this announcement is not for release, publication or distribution, directly or indirectly, in or to United States or to any other jurisdiction where such release, publication or distribution would be prohibited by applicable law.

This announcement is provided for informational purposes only and does not constitute or form part of any offer to purchase, any solicitation of an offer to purchase, any offer to sell or any invitation or solicitation of an offer to sell, issue or subscribe for any securities in United States or any other jurisdiction. No recommendation regarding the shares or other securities of the Company is hereby made. Neither this announcement nor anything in this document constitutes the basis of any contract or commitment.

The Convertible Notes and the Common Stock issuable upon conversion of the Convertible Notes have not been and will not be registered under the Securities Act of 1933, as amended (Securities Act), and may not be offered or sold in United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Convertible Notes or the Common Stock issuable upon conversion of the Convertible Notes will be made United States.

This announcement has not been reviewed or approved by the Singapore Exchange Securities Trading Limited (SGX-ST) and the SGX-ST does not accept any responsibility for the contents of this announcement, including the accuracy of any statements or opinions made or reports contained in this announcement.

No prospectus, product disclosure document or other information document as that term is defined in the Corporations Act 2001 (Cth) has been or will be filed with the Australian Securities and Investments Commission in relation to the Convertible Bonds.

This press release may contain forward-looking statements relating to future events, financial performance, plans, strategies or anticipated business developments. Forward-looking statements can generally be identified by the use of words such as “may”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “outlook”, “forecast” and “guidance” or other similar words. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the Company’s good faith assumptions about financial, market, regulatory and other risks and considerations that exist and affect the Company’s business and operations in the future, including the Company’s ability to complete the Offering in a timely manner, if at all, and the Company’s ability to successfully market and price the Convertible Bonds on terms favorable to the Company, and there can be no assurance that any of the assumptions will prove to be correct. In the context of Telix’s business, forward-looking statements may include, but are not limited to, statements about: the Offering, including the intended use of the net proceeds and the anticipated benefits of the Offering to the Company and its shareholders; the initiation, timing, progress and results of Telix’s preclinical and clinical studies, and Telix’s research and development programs; Telix’s ability to advance, enroll and successfully complete product candidates in clinical studies, including multinational clinical trials; the timing or likelihood of regulatory filings and approvals, manufacturing activities and product commercialization activities; the commercialization of Telix’s product candidates, if or when approved; estimates of Telix’s future expenses, revenues and capital requirements; Telix’s financial performance; developments relating to Telix’s competitors and industry; and the pricing and reimbursement of Telix’s product candidates, if and following approval. Telix’s actual results, performance or achievements may differ materially from those that may be expressed or implied by these statements, and the differences may be adverse. Accordingly, you should not place undue reliance on these forward-looking statements. You should read this announcement in conjunction with our risk factors, as disclosed in our most recently filed reports with the ASX or on our website.

To the maximum extent permitted by law, Telix disclaims any obligation or undertaking to publicly update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future developments or a change in expectations or assumptions. No representation or warranty, express or implied, is made regarding the accuracy or completeness of the information contained or the opinions expressed in connection with this announcement. The information contained in this announcement is subject to change without notice.

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SOURCE Telix Pharmaceuticals Limited