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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No.          )

Check the appropriate box:
ý   Preliminary Information Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
o   Definitive Information Statement
 

 
AXOVANT GENE THERAPIES LTD.

(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):
ý   No fee required
o   Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

AXOVANT GENE THERAPIES LTD.
Suite 1, 3rd Floor
11-12 St. James's Square
London SW1Y 4LB, United Kingdom
NOTICE OF ACTION TAKEN PURSUANT TO WRITTEN CONSENT OF SHAREHOLDERS

Dear Shareholder:

        The accompanying Information Statement is furnished to holders of common shares of Axovant Gene Therapies Ltd. ("our company," "our," "we" or "us") pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the matters described herein by written consent of the holder of a majority of our issued and outstanding common shares.

        On February 17, 2020, our board of directors approved a proposal to amend and restate our Second Amended and Restated Bye-laws (the "Existing Bye-laws") to (i) remove certain provisions designed to achieve compliance with the "controlled foreign corporation" rules and regulations of the Internal Revenue Code, as amended (the "Code"), (ii) remove provisions which prohibited certain transactions between our company and certain shareholders unless the approval of the Board and a supermajority of shareholders had been obtained and (iii) make certain immaterial adminstrative changes (the "Amended and Restated Bye-laws"), following discussion and due consideration of these matters. Following such approval, we elected to seek the written consent of the holder of a majority of our issued and outstanding common shares in order to reduce associated costs and implement the proposal in a timely manner.

        This Notice and the accompanying Information Statement are being furnished to you to inform you that, on February 19, 2020, we received written consent from the holder of a majority of our issued and outstanding common shares to approve the Amended and Restated Bye-laws. Our board of directors is not soliciting your proxy in connection with these actions and proxies are not requested from shareholders.

        The corporate actions set forth above will not become effective before a date which is 20 calendar days after this Information Statement is first mailed to our shareholders. You are urged to read the Information Statement in its entirety for a description of the actions taken by the holder of a majority of our common shares.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 


Pavan Cheruvu, M.D.
Principal Executive Officer

                , 2020


THE ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED
TO SHAREHOLDERS ON OR ABOUT                , 2020

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

1



AXOVANT GENE THERAPIES LTD.

Suite 1, 3rd Floor
11-12 St. James's Square
London SW1Y 4LB, United Kingdom
INFORMATION STATEMENT

NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

        This Information Statement is first being furnished on or about                        , 2020, to the holders of record of the common shares of Axovant Gene Therapies Ltd. ("our company," "our," "we" or "us") as of February 19, 2020 (the "Record Date"), in connection with the approval of the matters described in this Information Statement by written consent of the holder of a majority of our issued and outstanding common shares.

        Pursuant to Rule 14c-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act, the actions described herein will not become effective until 20 calendar days following the date on which this Information Statement is first mailed to our shareholders.

        On February 17, 2020, following discussion and due consideration of this matter, our board of directors approved the Amended and Restated Bye-laws. Following such approval, we elected to seek the written consent of the holder of a majority of our issued and outstanding common shares in order to reduce associated costs and implement the proposal in a timely manner. On February 19, 2020, we received written consent from the requisite shareholder as described in this Information Statement.

        Such written consent is sufficient under our Existing Bye-laws to approve such actions. Accordingly, the action will not be submitted to the other shareholders of our company for a vote, and this Information Statement is being furnished to such other shareholders to provide them with certain information concerning the action in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

2



VOTING REQUIREMENTS

        Pursuant to our Existing Bye-laws, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, with prior notice, if a consent or consents in writing, setting forth the action so taken, shall be circulated to all shareholders who would be entitled to attend a meeting and vote thereon and is signed by the holders of issued and outstanding common shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

        Pursuant to our Existing Bye-laws, approval of the actions described in this Information Statement at a meeting would require the affirmative vote of at least a majority of the votes cast at such a meeting. Holders of our common shares are entitled to one vote per share. As of February 19, 2020, there were 22,870,723 common shares issued and outstanding.

No Dissenters' or Preemptive Rights

        Under Bermuda law, holders of our common shares are not entitled to dissenters' rights of appraisal with respect to the approval of the Amended and Restated Bye-laws.

Consenting Shareholders

        Holders of our common shares are generally entitled to one vote per share on all matters submitted to a vote of holders of common shares. The approval of the Amended and Restated Bye-laws required the affirmative vote of the holder of a majority of the issued and outstanding common shares. Roivant Sciences Ltd. ("RSL"), which holds 13,244,047 common shares, or 57.9% of the 22,870,723 common shares outstanding and eligible to vote on this matter as of the Record Date, consented in writing on February 19, 2020, to approval of the Amended and Restated Bye-laws.

3



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial ownership of our common shares as of February 18, 2020:

        This table is based upon information supplied by officers, directors and principal shareholders and filings with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and dispositive power with respect to the shares indicated as beneficially owned. We have deemed common shares subject to options that are currently exercisable or exercisable within 60 days of February 18, 2020, to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

        Percentage of shares beneficially owned as of February 18, 2020, is based on 22,870,723 shares issued and outstanding.

        Except as set forth below, the principal business address of each such person or entity is c/o Axovant Gene Therapies Ltd., Suite 1, 3rd Floor, 11-12 St. James's Square, London, SW1Y 4LB, United Kingdom.

 
  Beneficial Ownership  
Beneficial Owner
  Shares   Percentage  

5% Shareholder:

             

Roivant Sciences Ltd.(1)

    13,244,047     57.9 %

Named Executive Officers and Directors:

   
 
   
 
 

Pavan Cheruvu, M.D.(2)

    684,114     2.9 %

Gavin Corcoran(3)

    193,127     *  

Mathew Bazley(4)

         

Mark Altmeyer(5)

    287     *  

Frank M. Torti, M.D.(6)

    50,625     *  

Berndt Modig(7)

    61,125     *  

Ilan Oren

         

Atul Pande, M.D.(8)

    63,245     *  

Senthil Sundaram(9)

    18,750     *  

Eric Venker, M.D., Pharm.D. 

         

All executive officers and directors as a group (9 persons)(10)

    1,320,196     5.5 %

*
Represents beneficial ownership of less than one percent.

(1)
Consists of 13,244,047 common shares directly owned by RSL. Sakshi Chhabra, Andrew Lo, Patrick Machado, Keith Manchester, M.D., Ilan Oren, Masayo Tada and Vivek Ramaswamy are the members of the board of directors of RSL and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity. These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary

4


    interest therein. The principal business address of RSL is Suite 1, 3rd Floor, 11-12 St. James's Square, London SW1Y 4LB, United Kingdom.

(2)
Includes (i) 22,591 common shares issuable pursuant to vested Restricted Stock Units ("RSU's") outstanding as of February 18, 2020, (ii) 470,386 shares issuable pursuant to immediately exercisable options that remain unvested within 60 days after February 18, 2020, and (iii) 49,875 common shares issuable pursuant to an option that is exercisable within 60 days after February 18, 2020, in accordance with its vesting schedule.

(3)
Includes (i) 16,002 common shares issuable pursuant to vested RSU's outstanding as of February 18, 2020, (ii) 139,481 shares issuable pursuant to immediately exercisable options that remain unvested within 60 days after February 18, 2020, and (iii) 25,923 common shares issuable pursuant to options that are exercisable within 60 days after February 18, 2020, in accordance with their vesting schedules.

(4)
Mr. Bazley resigned from all of his positions at Axovant Sciences Inc. and affiliated entities in July 2019.

(5)
Mr. Altmeyer resigned from all of his positions at Axovant Sciences GmbH and affiliated entities in February 2019.

(6)
Includes (i) 12,500 common shares issuable pursuant to an immediately exercisable option that remains unvested within 60 days after February 18, 2020, and (ii) 31,875 common shares issuable pursuant to an option that is exercisable within 60 days after February 18, 2020, in accordance with its vesting schedule.

(7)
Includes 31,875 common shares issuable pursuant to an option that is exercisable within 60 days after February 18, 2020, in accordance with its vesting schedule.

(8)
Includes 31,875 common shares issuable pursuant to an option that is exercisable within 60 days after February 18, 2020, in accordance with its vesting schedule.

(9)
Includes 18,750 common shares issuable pursuant to an immediately exercisable option that remains unvested within 60 days after February 18, 2020.

(10)
Includes (i) 225,000 common shares issuable pursuant to immediately exercisable options that remain unvested within 60 days after February 18, 2020, and (ii) 15,060 common shares issuable pursuant to vested RSU's outstanding as of February 18, 2020. Does not include common shares beneficially owned by Mr. Altmeyer, who resigned in February 2019.

5



APPROVAL OF AMENDED AND RESTATED BYE-LAWS

Overview

        Our board of directors and the holder of a majority of our issued and outstanding common shares have approved the Amended and Restated Bye-laws, following discussion and due consideration of this matter. The effective date of the Amended and Restated Bye-laws is anticipated to be on or about                 , 2020, or as soon as practicable thereafter (the "Effective Time").

        Our Existing Bye-laws include provisions which provide that in the event that any U.S. person holds, directly, indirectly or constructively, 9.5% or more of the total voting power of our issued share capital, excluding any U.S. person that holds, directly, indirectly or constructively, 9.5% or more of the total voting power of issued share capital immediately prior to the closing of our initial public offering in June 2015, the aggregate votes conferred by the common shares held by such person (or by any person through which such U.S. person indirectly or constructively holds shares) will be reduced by our board of directors to the extent necessary such that the common shares held, directly, indirectly or constructively, by such U.S. person will constitute less than 9.5% of the voting power of all issued and outstanding shares.

        The Amended and Restated Bye-laws delete these provisions, as these provisions were designed to achieve compliance with the rules and regulations of the Code with respect to "controlled foreign corporations" within the meaning of Section 957(a) of the Code ("CFC"). A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation, is owned, or is considered as owned by applying certain constructive ownership rules, by its "United States shareholders" (within the meaning of Section 951(b) of the Code). Prior to the Tax Cuts and Jobs Act of 2017 (the "TCJA"), only U.S. persons that own 10% or more of the total combined voting power of all classes of stock entitled to vote of the non-U.S. corporation are treated as "United States shareholders." Following the TCJA, however, a U.S. person that owns either 10% or more of the total combined voting power of all classes of stock entitled to vote of a non-U.S. corporation or 10% or more of the total value of shares of all classes of stock of such non-U.S. corporation will be treated as a "United States shareholder." Additionally, we believe that we are classified as a CFC in the current taxable year as a result of certain changes to the constructive stock ownership rules made by the TCJA. Consequently, these provisions deleted in the Amended and Restated Bye-laws would no longer ensure that we would not be classified as a CFC, and therefore no longer provide any benefit to our company or our shareholders.

        In addition, the Amended and Restated Bye-laws delete provisions (the "Business Combination Provisions") which prohibited certain transactions between us and interested shareholders unless the approval of the board of directors and a supermajority of shareholders had been obtained. These provisions were based on Section 203 of the Delaware General Corporation Law ("Section 203"), which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder. Similar to Section 203, our Existing Bye-laws have the following exceptions:

6


        In general, like Section 203, our Existing Bye-laws define a "business combination" to include the following:

        The definition of "interested shareholder" in our Existing Bye-laws was based on the definition of "interested stockholder" in Section 203 which means an entity or person who, together with the person's affiliates and associates, beneficially owns or within three years prior to the time of determination of interested shareholder status did own, 15% or more of the outstanding voting stock of the corporation. The Business Combination Provisions are not required under Bermuda law and we believe at this time provide an unnecessary impediment to us entering into certain transactions due to the additional approvals required. We believe that by eliminating the Business Combination Provision, we are providing our company and our board of directors with greater flexibility to pursue strategic transactions that they determine to be in the best interests of our company and our shareholders.

        Finally, the Amended and Restated Bye-laws make certain administrative changes to the Existing Bye-laws that our board of directors believes will not materially change the rights of our shareholders, including (i) updating references to our company to reflect our company's current name, (ii) in Bye-law 36.2 of the Amended and Restated Bye-laws, noting that notice of written resolutions need not be given to any member that has waived its rights to receive such notice, and (iii) in Bye-law 56 of the Amended and Restated Bye-laws, amending the requirements related to giving notice of a meeting of our board of directors, such that any director may summon a meeting of our board of directors.

        The description of the Amended and Restated Bye-laws set forth above is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bye-laws, a copy of which is provided in Appendix A to this Information Statement. The text of Appendix A is incorporated herein by reference. Shareholders are encouraged to read the full text of the Amended and Restated Bye-laws in Appendix A.

7



SHAREHOLDERS ENTITLED TO INFORMATION STATEMENT

        This Information Statement is being mailed to you on or about                        , 2020. We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of our common shares.

        We have established February 19, 2020, as the Record Date for the determination of shareholders entitled to receive this Information Statement.


HOUSEHOLDING OF MATERIALS

        The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the Information Statement materials with respect to two or more shareholders sharing the same address by delivering a single set of Information Statement materials addressed to those shareholders. This process, which is commonly referred to as "householding," potentially means extra convenience for shareholders and cost savings for companies.

        A number of brokers with account holders who are Axovant Gene Therapies Ltd. shareholders will be "householding" the Information Statement materials. A single set of Information Statement materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate set of Information Statement materials, please notify your broker or Axovant Gene Therapies Ltd. Direct your written request to Axovant Gene Therapies Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Shareholders who currently receive multiple copies of the Information Statement materials at their addresses and would like to request "householding" of their communications should contact their brokers.

8



WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including us. The address of the SEC website is www.sec.gov.

        The following documents, as filed with the SEC by us, are incorporated herein by reference:

        Notwithstanding the foregoing, no information is incorporated by reference in this information statement where such information under applicable forms and regulations of the SEC is not deemed to be "filed" under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless we indicate in the report or filing containing such information that the information is to be considered "filed" under the Exchange Act.

        You may request a copy of these filings, at no cost, at: Axovant Gene Therapies Ltd., Attn: Investor Relations, 11 Times Square, 33rd Floor, New York, New York 10036, telephone: (631) 892-7014. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 

  

Pavan Cheruvu, M.D.
Principal Executive Officer

              , 2020

9



Appendix A


THIRD AMENDED AND RESTATED BYE-LAWS OF

AXOVANT GENE THERAPIES LTD.



TABLE OF CONTENTS

Interpretation

   

1.

 

Definitions

  A-1

Shares

 
 

2.

 

Power to Issue Shares

  A-2

3.

 

Power of the Company to Purchase its Shares

  A-3

4.

 

Rights Attaching to Shares

  A-3

5.

 

Calls on Shares

  A-5

6.

 

Forfeiture of Shares

  A-5

7.

 

Share Certificates

  A-6

8.

 

Fractional Shares

  A-6

Registration of Shares

 
 

9.

 

Register of Members

  A-7

10.

 

Registered Holder Absolute Owner

  A-7

11.

 

Transfer of Registered Shares

  A-7

12.

 

Transmission of Registered Shares

  A-8

Alteration of Share Capital

 
 

13.

 

Power to Alter Capital

  A-9

14.

 

Variation of Rights Attaching to Shares

  A-9

Dividends and Capitalisation

 
 

15.

 

Dividends

  A-10

16.

 

Power to Set Aside Profits

  A-10

17.

 

Method of Payment

  A-10

18.

 

Capitalisation

  A-11

Meetings of Members

 
 

19.

 

Annual General Meetings

  A-11

20.

 

Special General Meetings

  A-11

21.

 

Requisitioned General Meetings

  A-11

22.

 

Notice

  A-11

23.

 

Giving Notice and Access

  A-12

24.

 

Notice of Nominations and Member Business

  A-12

25.

 

Postponement or Cancellation of General Meeting

  A-16

26.

 

Electronic Participation and Security at General Meetings

  A-16

27.

 

Quorum at General Meetings

  A-16

28.

 

Chairman to Preside at General Meetings

  A-16

29.

 

Voting on Resolutions

  A-16

30.

 

Power to Demand Vote on Poll

  A-17

31.

 

Voting by Joint Holders of Shares

  A-18

32.

 

Votes of Members—General

  A-18

33.

 

Instrument of Proxy

  A-18

34.

 

Representation of Corporate Member

  A-19

35.

 

Adjournment of General Meeting

  A-19

36.

 

Written Resolutions

  A-19

37.

 

Directors Attendance at General Meetings

  A-20

Directors and Officers

 
 

38.

 

Election of Directors

  A-20

39.

 

Classes of Directors

  A-20

A-i


40.

 

Term of Office of Directors

  A-21

41.

 

Alternate Directors

  A-21

42.

 

Removal of Directors

  A-21

43.

 

Vacancy in the Office of Director

  A-22

44.

 

Remuneration of Directors

  A-22

45.

 

Defect in Appointment

  A-22

46.

 

Directors to Manage Business

  A-22

47.

 

Powers of the Board of Directors

  A-22

48.

 

Register of Directors and Officers

  A-23

49.

 

Appointment of Officers

  A-23

50.

 

Appointment of Secretary

  A-23

51.

 

Duties of Officers

  A-24

52.

 

Remuneration of Officers

  A-24

53.

 

Conflicts of Interest

  A-24

54.

 

Indemnification and Exculpation of Directors and Officers

  A-24

Meetings of the Board of Directors

 
 

55.

 

Board Meetings

  A-25

56.

 

Notice of Board Meetings

  A-25

57.

 

Electronic Participation in Meetings

  A-25

58.

 

Quorum at Board Meetings

  A-26

59.

 

Board to Continue in Event of Vacancy

  A-26

60.

 

Chairman to Preside

  A-26

61.

 

Written Resolutions

  A-26

62.

 

Validity of Prior Acts of the Board

  A-26

Corporate Records

 
 

63.

 

Minutes

  A-26

64.

 

Place Where Corporate Records Kept

  A-27

65.

 

Form and Use of Seal

  A-27

Accounts

 
 

66.

 

Books of Account

  A-27

67.

 

Financial Year End

  A-27

Audits

 
 

68.

 

Annual Audit

  A-27

69.

 

Appointment of Auditor

  A-27

70.

 

Remuneration of Auditor

  A-28

71.

 

Duties of Auditor

  A-28

72.

 

Access to Records

  A-28

73.

 

Financial Statements

  A-28

74.

 

Distribution of Auditor's Report

  A-28

75.

 

Vacancy in the Office of Auditor

  A-28

Voluntary Winding-Up and Dissolution

 
 

76.

 

Winding-Up

  A-28

Changes to Constitution

 
 

77.

 

Changes to Bye-laws

  A-29

78.

 

Changes to the Memorandum of Association

  A-29

79.

 

Discontinuance

  A-29

80.

 

Amalgamation or Merger

  A-29

A-ii


INTERPRETATION

1.     Definitions

Act   the Companies Act 1981 as amended from time to time;

Alternate Director

 

an alternate director appointed in accordance with these Bye-laws;

Auditor

 

includes an individual, company or partnership;

Board

 

the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;

Code

 

the United States Internal Revenue Code of 1986, as amended;

Company

 

the company for which these Bye-laws are approved and confirmed;

Director

 

a director of the Company and shall include an Alternate Director;

Eligible Member

 

a Member holding shares representing five percent (5%) or more of the voting power of all issued shares of the Company and who has held such shares for at least two years;

indirect

 

when referring to a holder or owner of shares, ownership of shares within the meaning of section 958(a)(2) of the Code;

Member

 

the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

notice

 

written notice as further provided in these Bye-laws unless otherwise specifically stated;

Officer

 

any person appointed by the Board to hold an office in the Company;

Register of Directors and Officers

 

the register of directors and officers referred to in these Bye-laws;

A-1


Register of Members   the register of members referred to in these Bye-laws;

Resident Representative

 

any person appointed to act as resident representative and includes any deputy or assistant resident representative;

Secretary

 

the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and

Treasury Share

 

a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.


SHARES

2.     Power to Issue Shares

A-2


3.     Power of the Company to Purchase its Shares

4.     Rights Attaching to Shares

A-3


A-4


5.     Calls on Shares

6.     Forfeiture of Shares

Notice of Liability to Forfeiture for Non-Payment of Call

Axovant Gene Therapies Ltd. (the "Company")


   

[Signature of Secretary] By Order of the Board

   

A-5


7.     Share Certificates

8.     Fractional Shares

        The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

A-6



REGISTRATION OF SHARES

9.     Register of Members

10.   Registered Holder Absolute Owner

        The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

11.   Transfer of Registered Shares

Transfer of a Share or Shares

Axovant Gene Therapies Ltd. (the "Company")

Signed by:

  In the presence of:


 


Transferor

  Witness


 


Transferee

  Witness

A-7


12.   Transmission of Registered Shares

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

Axovant Gene Therapies Ltd. (the "Company")

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Signed by:

  In the presence of:


 


Transferor

  Witness


 


Transferee

  Witness


ALTERATION OF SHARE CAPITAL

13.   Power to Alter Capital

14.   Variation of Rights Attaching to Shares

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DIVIDENDS AND CAPITALISATION

15.   Dividends

16.   Power to Set Aside Profits

        The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

17.   Method of Payment

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18.   Capitalisation


MEETINGS OF MEMBERS

19.   Annual General Meetings

        The annual general meeting of the Company shall be held in each year (other than the year of incorporation) at such time and place as the Principal Executive Officer or the Chairman (if any) or any two Directors or any Director and the Secretary or the Board shall appoint.

20.   Special General Meetings

        The Principal Executive Officer or the Chairman (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary.

21.   Requisitioned General Meetings

        The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

22.   Notice

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23.   Giving Notice and Access

24.   Notice of Nominations and Member Business

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25.   Postponement or Cancellation of General Meeting

        The Secretary may, and on instruction from the Chairman or the Principal Executive Officer shall, postpone or cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed or cancelled meeting shall be given to the Members in accordance with these Bye-laws.

26.   Electronic Participation and Security at General Meetings

27.   Quorum at General Meetings

28.   Chairman to Preside at General Meetings

        Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the Principal Executive Officer, if there be one, shall act as chairman at all general meetings at which such person is present. In their absence, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

29.   Voting on Resolutions

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30.   Power to Demand a Vote on a Poll

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31.   Voting by Joint Holders of Shares

        In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

32.   Votes of Members—General

        Subject to any rights and restrictions for the time being attached to any class or classes or series of shares, every Member shall have one vote for each share carrying the right to vote on the matter in question of which he is the holder..

33.   Instrument of Proxy

Proxy
Axovant Gene Therapies Ltd. (the "Company")

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34.   Representation of Corporate Member

35.   Adjournment of General Meeting

36.   Written Resolutions

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37.   Directors Attendance at General Meetings

        The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.


DIRECTORS AND OFFICERS

38.   Election of Directors

39.   Classes of Directors

        There is only one class of Directors of the Company.

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40.   Term of Office of Directors

        Each Director shall hold office for a one year term until the next annual general meeting, or if, sooner, the next special general meeting called for the purpose of removing such director and electing a new slate of Directors, subject to his office being vacated sooner pursuant to Bye-law 43.

41.   Alternate Directors

42.   Removal of Directors

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43.   Vacancy in the Office of Director

44.   Remuneration of Directors

        The remuneration (if any) of the Directors shall be determined by the Board or a committee thereof and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally.

45.   Defect in Appointment

        All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers shall, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

46.   Directors to Manage Business

        The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.

47.   Powers of the Board of Directors

        The Board may:

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48.   Register of Directors and Officers

        The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

49.   Appointment of Officers

        The Board may appoint such officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.

50.   Appointment of Secretary

        The Secretary shall be appointed by the Board from time to time for such terms as the Board deems fit.

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51.   Duties of Officers

        The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

52.   Remuneration of Officers

        The Officers shall receive such remuneration as the Board may determine.

53.   Conflicts of Interest

54.   Indemnification and Exculpation of Directors and Officers

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MEETINGS OF THE BOARD OF DIRECTORS

55.   Board Meetings

        The Board may meet for the transaction of business, adjourn, and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

56.   Notice of Board Meetings

        A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose at least 48 hours prior to such Board meeting, unless each Director attends or gives his prior written consent to the meeting being held on such shorter notice.

57.   Electronic Participation in Meetings

        Directors may participate in any meeting by such telephonic, electronic, or other communications facilities or means as permit all persons participating in the meeting to communicate with each other

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simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

58.   Quorum at Board Meetings

        The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the Directors then in office.

59.   Board to Continue in the Event of Vacancy

        The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.

60.   Chairman to Preside

        Unless otherwise agreed by a majority of the Directors attending , the Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In his absence a chairman shall be appointed or elected by the Directors present at the meeting.

61.   Written Resolutions

        A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution, provided, that (i) any such resolution shall be valid only if the signature of the last Director to sign is affixed outside the United States (unless the Board dispenses with this requirement), and (ii) the Board may declare such resolution to be invalid if the Board determines that the use of a resolution in writing would result in a non-de minimis adverse tax, regulatory or legal consequence to the Company, any subsidiary of the Company, or any direct or indirect holder of shares or its affiliates. For the purposes of this Bye-law only, "the Directors" shall not include an Alternate Director.

62.   Validity of Prior Acts of the Board

        No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.


CORPORATE RECORDS

63.   Minutes

        The Board shall cause minutes to be duly entered in books provided for the purpose:

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64.   Place Where Corporate Records Kept

        Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.

65.   Form and Use of Seal


ACCOUNTS

66.   Books of Account

67.   Financial Year End

        The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st March in each year.


AUDITS

68.   Annual Audit

        Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

69.   Appointment of Auditor

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70.   Remuneration of Auditor

        The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. In the case of an Auditor appointed pursuant to Bye-law 75, the remuneration of the Auditor shall be fixed by the Board.

71.   Duties of Auditor

72.   Access to Records

        The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

73.   Financial Statements

        Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Members in general meeting. A resolution in writing made in accordance with Bye-law 36 receiving, accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Members in general meeting.

74.   Distribution of Auditor's report

        The report of the Auditor shall be submitted to the Members in general meeting.

75.   Vacancy in the Office of Auditor

        If the office of Auditor becomes vacant by the resignation or death or the Auditor, or by the Auditor becoming incapable of acting by reason of illness or other disability at a time when the Auditor's services are required, the vacancy thereby created shall be filled in accordance with the Act.


VOLUNTARY WINDING-UP AND DISSOLUTION

76.   Winding-Up

        If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

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CHANGES TO CONSTITUTION

77.   Changes to Bye-laws

        No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members.

78.   Changes to the Memorandum of Association

        No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members.

79.   Discontinuance

        The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

80.   Amalgamation or Merger

        Any resolution proposed for consideration at any general meeting to approve the amalgamation or merger of the Company with any other company, wherever incorporated, shall require the approval of a simple majority of votes cast at such meeting and the quorum for such meeting shall be that required in Bye-law 27 and a poll may be demanded in respect of such resolution in accordance with the provisions of Bye-law 30.

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