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Telix Pharmaceuticals Ltd — Share Issue/Capital Change 2022
Apr 7, 2022
31324_rns_2022-04-07_b35acda8-012d-4200-9ca3-7b46384d4887.pdf
Share Issue/Capital Change
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Announcement Summary
Entity name
TELIX PHARMACEUTICALS LIMITED
Date of this announcement
Friday April 08, 2022
The +securities the subject of this notification are:
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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| Total number of | |||
|---|---|---|---|
| ASX +security | +securities to be | ||
| code | Security description | issued/transferred | Issue date |
| New class - code | Share Appreciation Rights @ nominal $4.95 each | 2,690,291 | 05/04/2022 |
| to be confirmed | with an expiry date of 4 Apr 2027 (TLXO012) | ||
| New class - code | Share Rights @ $0.00 each with an expiry date of | 140,000 | 05/04/2022 |
| to be confirmed | 4 Apr 2027 (TLXO013) |
Refer to next page for full details of the announcement
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 1 - Entity and announcement details
1.1 Name of entity
TELIX PHARMACEUTICALS LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ACN
Registration number
616620369
1.3 ASX issuer code
TLX
1.4 The announcement is
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New announcement
1.5 Date of this announcement
8/4/2022
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Part 2 - Issue details
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2.1 The +securities the subject of this notification are:
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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
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does not have an existing ASX security code ("new class")
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B
ASX +security code +Security description New class - code to be confirmed Share Appreciation Rights @ nominal $4.95 each with an expiry date of 4 Apr 2027 (TLXO012) +Security type ISIN code Other
Date the +securities the subject of this notification were issued
5/4/2022
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities |
|---|---|---|
| Douglas Cubbin | Douglas Cubbin | 48,251 |
| Gabriel Liberatore | Gabriel Liberatore | 49,115 |
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.
Pages 47 & 48 of the 2021 Annual Report detail the terms and performance measurements of Share Appreciation Rights - - (SARs) and other long-term incentives to be granted during 2022. https://cdn api.markitdigital.com/apiman gateway/ASX/ asx-research/1.0/file/2924-02490832-3A588115?access_token=83ff96335c2d45a094df02a206a39ff4
Basis: SARs are issued in line with the Company¿s long-term incentive policy for key employees and new hires. The Company will satisfy the issue of shares from the exercise of SARs from the Employee Share Trust.
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
Equity Incentive Plan approved at AGM held 12 May 2021. Notice of Meeting with summary of terms located here: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02362360-3A565079?acc ess_token=83ff96335c2d45a094df02a206a39ff4
Any other information the entity wishes to provide about the +securities the subject of this notification
Grant date: 5 April 2022 Expiry date: 4 April 2027
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Term: 5 years
Nominal Exercise price: $4.95
Vesting: Subject to other conditions being met SARs will vest and become exercisable upon achievement of performance milestones.
-
Tranche 1 (at target representing 50% of SARs issued) ¿ financial metric of Earnings Before Interest, Taxes and R&D expense (EBITRD) on a 3 year cumulative basis.
-
Tranche 2 (at target representing 25% of SARs issued) ¿ value adding performance milestone of FDA or EMA marketing approval for TLX101-CDx (Glioblastoma diagnostic).
-
Tranche 3 (at target representing 25% of SARs issued) ¿ value adding performance milestone of FDA or EMA marketing approval for TLX250-CDx (Renal cancer diagnostic).
At target, upon vesting and exercise 1 TLX share will be allocated for each 1 SAR exercised.
Number of SARs issued: 2,690,291
Code: TLXO012
Issue details
Number of +securities
2,690,291
ASX +security code +Security description
New class - code to be confirmed Share Rights @ $0.00 each with an expiry date of 4 Apr 2027 (TLXO013)
+Security type ISIN code
Other
Date the +securities the subject of this notification were issued
5/4/2022
Will all the +securities issued in this class rank equally in all respects from their issue date? Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate? No
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.
Share Rights (Rights) @ $0.00 each with an expiry date of 4 Apr 2027 (TLXO013)
Grant date: 5 April 2022 Expiry date: 4 April 2027 Term: 5 years Exercise price per Right: $0.00
Vesting: Subject to other conditions being met - including employee retention and individual performance - Rights will vest and become exercisable on 4 April 2025.
Number of Rights issued: 140,000
Code: TLXO013
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
Equity Incentive Plan approved at AGM held 12 May 2021. Notice of Meeting with summary of terms located here: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02362360-3A565079?acc ess_token=83ff96335c2d45a094df02a206a39ff4
Any other information the entity wishes to provide about the +securities the subject of this notification
Basis: Rights are issued to key employees in line with the Company¿s long-term incentive and retention policy. The Company will satisfy the issue of shares from the exercise of Rights from the Employee Share Trust.
Issue details
Number of +securities
140,000
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
| Total number of | |
|---|---|
| ASX +security code and description | +securities on issue |
| TLX : ORDINARY FULLY PAID | 312,245,400 |
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
| Total number of | |
|---|---|
| ASX +security code and description | +securities on issue |
| TLXAJ : OPTION EXPIRING 30-JUN-2024 EX $1.83 | 1,300,000 |
| TLXAI : OPTION EXPIRING 12-JAN-2024 EX $2.23 | 3,300,000 |
| TLXAE : OPTION EXPIRING 11-JUN-2022 EX 85C | 800,400 |
| TLXAG : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 3,445,000 |
| TLXAH : OPTION EXPIRING 03-NOV-2023 EX $2.30 | 1,310,000 |
| TLXAM : OPTION EXPIRING 20-JUL-2026 EX $5.37 | 1,017,992 |
| TLXAN : SHARE RIGHTS EXPIRING 20-JUL-2026 EX NIL | 225,000 |
| TLXAL : OPTION EXPIRING 27-JAN-2026 EX $4.38 | 1,900,058 |
| New class - code to be confirmed : Share Appreciation Rights @ nominal $4.95 each with | 2,690,291 |
| an expiry date of 4 Apr 2027 (TLXO012) | |
| New class - code to be confirmed : Share Rights @ $0.00 each with an expiry date of 4 Apr | 140,000 |
| 2027 (TLXO013) |
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No
5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes
5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
2,690,291
5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No
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