Full Press Release Details
MELBOURNE, Australia and Indianapolis,April 15, 2026/PRNewswire/ -- Telix Pharmaceuticals Limited (ASX: TLX, NASDAQ: TLX) ("Telix") is pleased to announce that it has successfully priced and upsized its 1.50 per cent convertible notes due 2031 to be issued by its wholly-owned subsidiary, Telix Pharmaceuticals (Investments) Inc. (the "Issuer"), and guaranteed by Telix and Telix Pharmaceuticals (US) Inc. from US$550 million to US$600 million due to strong demand (the "Offering"). The convertible notes, also referred to as "convertible bonds" ("Convertible Bonds"), are convertible into fully paid ordinary shares in Telix ("Ordinary Shares"). The Offering received strong support from eligible investors globally.
The initial conversion price of the Convertible Bonds is US$13.85 (~A$19.55) per Ordinary Share, which represents a conversion premium of 37.5 per cent over the reference share price (A$14.22 per Ordinary Share), subject to anti-dilution adjustments set out in the final terms and conditions of the Convertible Bonds.
The Convertible Bonds will bear interest at a rate of 1.50 per cent per annum. Interest will be payable quarterly in arrear on 22 January, 22 April, 22 July and 22 October in each year, beginning on 22 July 2026. The Convertible Bonds will mature on or about 22 April 2031, unless redeemed, repurchased, or converted in accordance with their terms.
Under the reverse bookbuilding process announced by Telix on 14 April 2026 (the "ConcurrentRepurchase"), Telix will concurrently repurchase approximately A$637 million of its existing A$650 million convertible bonds due 2029 ("Existing Convertible Bonds"). The Concurrent Repurchase will result in the repurchase and cancellation of more than 85% of the Existing Convertible Bonds. Telix intends to exercise its right to redeem the remaining Existing Convertible Bonds.
Settlement of the Offering and the Concurrent Repurchase is expected on 22 April 2026 and is subject to satisfaction of customary conditions. The Existing Convertible Bonds that are to be repurchased will be cancelled in accordance with their terms and conditions.
Managing Director and Group CEO, Dr. Christian Behrenbruch, said: "The successful completion of the convertible bonds refinance is in line with our capital management strategy and provides financial flexibility for Telix. We are pleased with the support we have received from both existing and new investors as part of the concurrent repurchase and new issue of convertible bonds."
J.P. Morgan Securities plc ("J.P. Morgan") is Sole Bookrunner on the Offering and Sole Dealer Manager on the Concurrent Repurchase.
J.P. Morgan completed the delta placement of Ordinary Shares at a clearing price of A$14.22 per Ordinary Share, which represents an 8.0 per cent discount to Telix's closing price of A$15.45 on 14 April 2026 and a 3.2 per cent discount to the 5-day volume weighted average price per share of A$14.69. This acts as the reference price to determine the initial conversion price of the Convertible Bonds.
Key terms of the Convertible Bonds
About Telix Pharmaceuticals Limited
Telix is a global biopharmaceutical company focused on the development and commercialization of radiopharmaceuticals with the goal of addressing significant unmet medical need in oncology and rare diseases. Telix is headquartered in Melbourne (Australia) with international operations in the United States, United Kingdom, Brazil, Canada, Europe (Belgium and Switzerland) and Japan. Telix is listed on the Australian Securities Exchange (ASX: TLX) and the Nasdaq Global Select Market (NASDAQ: TLX).
Visitwww.telixpharma.comfor further information about Telix, including details of the latest share price, ASX and U.S. Securities and Exchange Commission (SEC) filings, investor and analyst presentations, news releases, event details and other publications that may be of interest. You can also follow Telix onLinkedIn,XandFacebook.
This announcement has been authorized for releasebytheTelix Pharmaceuticals LimitedBoard of Directors.
Legal Notices
Cautionary Statement Regarding Forward-Looking Statements.
You should read this announcement together with our risk factors, asdisclosedin our most recently filed reports with the Australian Securities Exchange (ASX), U.S. Securities and Exchange Commission (SEC), including our Annual Report on Form 20-F filed with the SEC, or on our website.
The information contained in this announcement is not intended to be an offer for subscription,invitationor recommendation with respect to securities ofTelixPharmaceuticals Limited (Telix) in anyjurisdiction, including Australia, Singapore, and the United States. The information and opinions contained in this announcement are subject to change without notification. To the maximum extent permitted by law,Telixdisclaims any obligation or undertaking to update or revise any information or opinions contained in this announcement, including any forward-looking statements (as referred to below), whetheras a result ofnew information, future developments, a change in expectations or assumptions, or otherwise. No representation or warranty, express or implied, is made in relation to the accuracy or completeness of the informationcontainedor opinions expressedin the course ofthis announcement.
This announcement maycontainforward-looking statements, including within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, that relate toanticipatedfuture events, financial performance, plans,strategiesor business developments. Forward-looking statements cangenerally beidentifiedby the use ofwords such as "may", "expect", "intend", "plan", "estimate", "anticipate", "believe", "outlook", "forecast" and "guidance", or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,performanceor achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements are based onTelix'sgood-faith assumptions as to the financial, market, regulatory and other risks and considerations that exist and affectTelix'sbusiness and operations in the future and there can be no assurance that any of the assumptions will prove to be correct. In the context ofTelix'sbusiness, forward-looking statements may include, but are not limited to, statements about: the initiation, timing, progress, completion and results ofTelix'spreclinical and clinical trials, and Telix'sresearch and development programs;Telix'sability to advance product candidates into,enrolland successfully complete, clinical studies, including multi-national clinical trials; the timing or likelihood of regulatory filings and approvals forTelix'sproduct candidates, including TLX101-Px andTLX250-Px, manufacturing activities and product marketing activities;Telix'ssales, marketing and distribution and manufacturing capabilities and strategies; the commercialization ofTelix'sproduct candidates, if or when they have been approved;Telix'sability to obtain an adequate supply of raw materials at reasonable costs for its products and product candidates; estimates ofTelix'sexpenses, future revenues and capital requirements;Telix'sfinancial performance; developments relating toTelix'scompetitors and industry; the anticipated impact of U.S. and foreign tariffs and other macroeconomic conditions onTelix'sbusiness,including as a result of war or other geopolitical conflicts; and the pricing and reimbursement ofTelix'sproduct candidates, if and after they have been approved.Telix'sactual results, performance or achievements may be materially different from those which may be expressed or implied by such statements, and the differences may be adverse.Accordingly, you should not place undue reliance on these forward-looking statements.
Neither this announcement nor any copy hereof may be taken into or distributed in the United States.
The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States. The Convertible Bonds, the guarantees and the Ordinary Shares to be issued upon conversion of the Convertible Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and they may not be offered or sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The Convertible Bonds and the guarantees are being offered and sold solely outside the United States in an "offshore transaction" as defined in, and in reliance on Regulation S under the Securities Act.
Nothing in this announcement or anything attached to it shall form the basis of any contract or commitment.
The Concurrent Repurchase is not being made and will not be made, directly or indirectly, in or into the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, theinternetand other forms of electronic communication. The Existing Convertible Bonds may not be tendered in the Concurrent Repurchase by any such use, means,instrumentalityor facility from or within the United States or by personslocatedor resident in the United States as defined in Regulation S of the Securities Act. Anypurported tenderof Existing Convertible Bonds made by a personlocatedin the United States will not be accepted.
This communication may not be distributed to the press or other media orforwarded, photocopied, passed on or, in any other manner, transmitted to any other person. Non-compliance with the foregoing may constitute a violation of law. This information is subject to change.
This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibilityfor the contents of this announcement, including the correctness of any of the statements or opinions made or reportscontained in this announcement.
All trademarks and trade names referenced in this press release are the property ofTelixPharmaceuticals Limited (Telix) or, where applicable, the property of their respective owners. For convenience, trademarks and trade names may appear without the ® or ™ symbols. Such omissions are not intended toindicateany waiver of rights byTelixor the respective owners. Trademark registration status may vary from country to country.Telixdoes notintend the use or display of any third-party trademarksor trade names to imply any affiliation with, endorsement by, or sponsorship from those third parties.
©2026 Telix Pharmaceuticals Limited. All rights reserved.
| Issuer | Telix Pharmaceuticals (Investments) Inc. |
| Guarantors | Telix Pharmaceuticals Limited and Telix Pharmaceuticals (US)Inc. |
| Issue Size | US$600 million |
| Ranking | Direct, unconditional, unsubordinated and unsecured obligationsof the Issuer and Guarantors |
| Maturity Date | On or about 22 April 2031 (5 years) |
| Investor Put Option | At the end of year 3 |
| Coupon / Yield | 1.50% p.a. |
| Conversion Premium | 37.5% above the Reference Share Price |
| Reference Share Price | A$14.22 per Ordinary Share |
| Conversion Price Adjustment | Standard anti-dilutive adjustments including conversion priceadjustment for all dividends paid by Telix |
| Stock Borrow Facility | Elk River Holdings Pty Ltd as the trustee for The BehrenbruchFamily Trust ("Stock Lender") in which Dr Behrenbruch holds anindirect interest has entered into a stock lending agreement withan affiliate of J.P. Morgan ("Stock Borrower") over 15 millionOrdinary Shares. The Stock Borrow Facility has a term of 11months. |
| Listing | SGX-ST |
| Selling Restrictions | Reg S (Cat 2) only |