Exhibit 99.1

If you have any questions in relation to this Scheme Booklet or the Scheme, you should call the Benitec Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) Monday to Friday between 8.30am and 5.00pm (AEDT).

Disclaimer and important notices

General

This Scheme Booklet provides Benitec Shareholders with information about the proposed acquisition by Benitec Biopharma Inc. (Holdco) of all Benitec Shares by way of a scheme of arrangement to effect a re-domiciliation to the United States.

This Scheme Booklet is important and requires your immediate attention. You should read this Scheme Booklet in full before making any decision as to how to vote at the Scheme Meeting.

Nature of this document

This Scheme Booklet is the explanatory statement for the Scheme required by subsection 412(1) of the Corporations Act.

This Scheme Booklet does not constitute or contain an offer to Benitec Shareholders, or a solicitation of an offer from Benitec Shareholders, in any jurisdiction.

ASIC and ASX

A copy of this Scheme Booklet has been registered by ASIC for the purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with subsection 411(17)(b) of the Corporations Act, that it has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the Second Court Hearing.

A copy of this Scheme Booklet has been provided to ASX. Neither ASX, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that the Scheme Meeting be convened and has approved the explanatory statement required to accompany the Notice of Scheme Meeting does not mean that the Court:

Defined terms

Capitalised terms used in this Scheme Booklet are defined in Section 9.1 of this Scheme Booklet. Section 9.2 also sets out some rules of interpretation which apply to this Scheme Booklet.

Not an offer

This Scheme Booklet is not a disclosure document for the purposes of Chapter 6D of the Corporations Act and does not constitute, nor contain, an offer to Benitec Shareholders or a solicitation of an offer from Benitec Shareholders, in any jurisdiction.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Benitec Shareholder, or any other person. The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. The Benitec Board encourages you to seek independent legal, financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme Resolution.

This Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme Resolution. In particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in Sections 3.11 and 6 of this Scheme Booklet, and the views of the Independent Expert set out in the Independent Expert's Report contained in Attachment A to this Scheme Booklet.

If you are in any doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser.

Forward looking statements

This Scheme Booklet contains both historical and forward-looking statements (including in the Independent Expert’s Report). Forward looking statements or statements of intent in relation to future events in this Scheme Booklet (including in the Independent Expert's Report) should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions or expectations of Benitec or Holdco are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to Benitec and Holdco and/or the industries in which they operate, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. Neither Benitec, Holdco nor any of their respective officers, directors, employees or advisers nor any person named in this Scheme Booklet or involved in the preparation of this Scheme Booklet make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

The forward looking statements in this Scheme Booklet reflect views held only at the date of this Scheme Booklet. Subject to any continuing obligations under the Listing Rules or the Corporations Act, Benitec, Holdco and their respective officers, directors, employees and advisers, disclaim any obligation or undertaking to distribute after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect:

Responsibility statement

Except as outlined below, the information contained in this Scheme Booklet has been provided by Benitec and is its responsibility alone. Except as outlined below, neither Holdco nor any of its respective officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

The Holdco Information has been prepared by, and is the responsibility of, Holdco. Neither Benitec nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

McGrathNicol Advisory Partnership has prepared the Independent Expert’s Report (as set out in Attachment A to this Scheme Booklet) and takes responsibility for that report. None of Benitec, its Subsidiaries, Holdco, nor their respective officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report, except, in the case of Benitec, in relation to the information which it has provided to the Independent Expert.

No consenting party has withdrawn their consent to be named before the date of this Scheme Booklet.

Foreign jurisdictions

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Scheme Booklet has been prepared in accordance with the laws of the Commonwealth of Australia and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

No action has been taken to register or qualify the Holdco Shares or otherwise permit a public offering of such securities in any jurisdiction outside Australia.

Based on the information available to Benitec as at the date of this Scheme Booklet, Scheme Shareholders whose addresses are shown in the Share Register on the Record Date as being in the following jurisdictions outside of Australia will be entitled to have Holdco Shares issued to them pursuant to the Scheme subject to the qualifications, if any, set out below and in Section 8.10 in respect of that jurisdiction:

Nominees, custodians and other Benitec Shareholders who hold Benitec Shares on behalf of a beneficial owner resident outside of Australia, New Zealand, Hong Kong, Singapore or the United States may not forward this Scheme Booklet (or any accompanying documents) to anyone outside of these countries without the prior written consent of Benitec.

Scheme Shareholders who are Ineligible Foreign Shareholders will not be issued Holdco Shares.  Instead, the Holdco Shares to which Ineligible Foreign Shareholders would otherwise be entitled to under the Scheme will be issued to the Sale Agent and sold through the Share Sale Facility, with the Share Sale Facility Proceeds being remitted to those Scheme Shareholders.  Refer to Section 3.4 for further details on the Share Sale Facility.

Notice to Benitec Shareholders in the United States

The Holdco Shares have not been registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States.

Holdco is relying on Section 3(a)(10) of the US Securities Act in connection with the consummation of the Scheme and the issuance of Holdco Shares.  Section 3(a)(10) provides an exemption for registration of securities issued in exchange for other securities where the terms and conditions of the issuance and exchange have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance at which all persons to whom the securities will be issued have the right to appear.  Approval of the Scheme by the Court will be relied upon by Benitec and Holdco for purposes of qualifying for the Section 3(a)(10) exemption.

This Scheme Booklet has not been filed with or reviewed by the SEC or any United States state securities authority and none of them has passed upon or endorsed the merits of the Scheme or the accuracy, adequacy or completeness of this Scheme Booklet. Any representation to the contrary is a criminal offence.

Financial amounts

All financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated.

Any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding.

All financial and operational information set out in this Scheme Booklet is current as at the date of this Scheme Booklet, unless otherwise stated.

Notice regarding Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the votes at the Scheme Meeting.

Charts and diagrams

Any diagrams, charts, graphs or tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs and tables is based on information available as at the Last Practicable Date.

Timetable and dates

All times and dates referred to in this Scheme Booklet are references to times and dates in Australian Eastern Daylight Time (AEDT), unless otherwise indicated. All times and dates relating to the implementation of the Scheme referred to in this Scheme Booklet may change and, among other things, are subject to all necessary approvals from Regulatory Authorities.

Privacy

Benitec may collect personal information in the process of implementing the Scheme. The type of information that it may collect about you includes your name, contact details and information on your security holding in Benitec and the names of persons appointed by you to act as a proxy, attorney or corporate representative at the Scheme Meeting. The collection of some of this information is required or authorised by the Corporations Act.

The primary purpose of the collection of personal information is to assist Benitec to conduct the Scheme Meeting and implement the Scheme. Without this information, Benitec may be hindered in its ability to issue this Scheme Booklet and implement the Scheme. Personal information of the type described above may be disclosed to the Share Registry, third party service providers (including print and mail service providers and parties otherwise involved in the conduct of the Scheme Meeting), authorised securities brokers, professional advisers, related bodies corporate of Benitec, Regulatory Authorities, and also where disclosure is otherwise required or allowed by law.

Benitec Shareholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. If you would like to obtain details of the information about you held by Benitec, please contact the Share Registry.

Benitec Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meeting should ensure that they inform such an individual of the matters outlined above.

Benitec Information Line

If you have any questions in relation to this Scheme Booklet or the Scheme, you should call the Benitec Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) Monday to Friday between 8.30am and 5.00pm (AEDT).

Date of Scheme Booklet

This Scheme Booklet is dated 10 February 2020.

If the Scheme Resolution is approved at the Scheme Meeting the following key dates will apply.

All dates in the above timetable are indicative only and are subject to change. Benitec, in consultation with Holdco, may vary any or all of these dates and times and will provide reasonable notice of any such variation. Certain times and dates are conditional on the approval of the Scheme by Benitec Shareholders and the Court and may depend on factors outside of the control of Benitec. Any changes will be announced by Benitec to ASX and published on Benitec’s website at www.benitec.com.

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Overview of this Scheme Booklet

What is this Scheme Booklet for?

This Scheme Booklet contains information about the proposed re-domiciliation of Benitec to the United States by way of the Scheme under which Holdco, a new US company incorporated in accordance with the laws of Delaware, will acquire all Benitec Shares (including such Benitec Shares underlying the American Depositary Shares (ADSs)).  

Following implementation of the Scheme, Holdco will become the ultimate parent company of Benitec. It is intended that Holdco will be a public reporting company in the United States with Holdco Shares being listed for trading on Nasdaq on the Implementation Date, subject to authorisation for listing being obtained from Nasdaq and official notice of issuance of Holdco Shares from Holdco.

This Scheme Booklet provides important information for Benitec Shareholders to consider before voting in favour of the Scheme Resolution at the relevant Scheme Meeting to be held at Grant Thornton, Collins Square, Tower 5, 727 Collins Street, Melbourne, Victoria 3008 at 10.00am (AEDT) on Thursday, 26 March 2020.

What will I be entitled to receive if the Scheme proceeds?

If the Scheme is implemented, Scheme Shareholders will receive one Holdco Share for every 300 Scheme Shares held as at the Record Date (Scheme Consideration).

Scheme Shareholders who are Ineligible Foreign Shareholders will not be issued Holdco Shares.  Instead, the Holdco Shares to which Ineligible Foreign Shareholders would otherwise be entitled to under the Scheme will be issued to the Sale Agent and sold through the Share Sale Facility, with the Share Sale Facility Proceeds being remitted to those Scheme Shareholders.  

Any fractional entitlements to Holdco Shares will not be issued to Scheme Shareholders and will instead be aggregated and issued to the Sale Agent to be sold under the Share Sale Facility.  

Benitec Shareholders holding less than 50,000 Benitec Shares as at the Record Date may also elect to have all of their Holdco Shares issued to the Sale Agent and sold under the Share Sale Facility.

Refer to Section 3.4 for further details on the Share Sale Facility.

What if I hold ADSs?

Holders of ADSs (ADS Holders) will be entitled to vote on the Scheme Resolution through the ADS Depositary.  ADS Holders may not vote in person at the Scheme Meeting or by proxy other than through the ADS Depositary unless they surrender their ADSs and become holders of the underlying Benitec Shares prior to the date for determining entitlement to vote.  

If the Scheme is implemented, Benitec intends to terminate the ADS program.  The ADS Depositary has informed Benitec that it will call for surrender of all outstanding ADSs and will deliver the Holdco Shares and any Share Sale Facility Proceeds (from the sale of fractional entitlements) to ADS Holders upon surrender of their ADSs and payment of any fee for such surrender.

What should I do next?

Step 1: Read this Scheme Booklet in its entirety

You should read this Scheme Booklet carefully in full, including the reasons to vote in favour of or against the Scheme Resolution (as set out in Section 2), before making any decision on how to vote.

Answers to various frequently asked questions about the Scheme Resolution are set out in Section 1. If you have any additional queries about this Scheme Booklet or the Scheme please call the Benitec Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (AEDT), visit www.benitec.com or contact your legal, financial, taxation or other professional adviser.

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Step 2: Vote at the Scheme Meeting

Entitlement to vote

If you are registered as a Benitec Shareholder on the Share Register at 7.00pm (AEDT) on Tuesday, 24 March 2020, you will be entitled to attend and vote at the Scheme Meeting.

How to vote

In person:

To vote in person, you must attend the Scheme Meeting. All persons entitled to vote will be admitted and given a voting card at the point of entry to the meeting, once they have disclosed their name and address.

By proxy:

You may appoint one or two proxies by using the Proxy Form. Your proxy need not be another Benitec Shareholder. Each proxy will have the right to vote on the poll and also to speak at the Scheme Meeting.

A vote given in accordance with the terms of a proxy appointment is valid despite the revocation of that appointment, unless notice in writing of the revocation has been received by the Share Registry before the start or resumption of the meeting. A proxy is not revoked by the principal attending and taking part in the meeting, unless the principal actually votes at the meeting on the resolution for which the proxy was proposed to be used. If you wish to appoint a second proxy, a second proxy form should be used and you should clearly indicate on the second proxy form that it is a second proxy and not a revocation of your first proxy. You can obtain a second proxy form from the Share Registry.

If you appoint two proxies, each proxy should be appointed to represent a specified proportion of your voting rights. If you do not specify the proportions in the proxy forms, each proxy may exercise half of your votes with any fractions of votes disregarded.

If you return your Proxy Form:

The chair of the meeting intends to vote all valid undirected proxies which nominate the chair in favour of the Scheme Resolution, in the absence of a superior proposal.

Proxies of Benitec Shareholders will be admitted to the Scheme Meeting and given a voting card on providing at the point of entry to the meeting, written evidence of their name and address.

Your appointment of a proxy does not preclude you from attending in person, revoking the proxy and voting at the Scheme Meeting.

You must deliver the signed and completed Proxy Form to the Share Registry by 10.00am (AEDT) on Tuesday, 24 March 2020 (or, if the meeting is adjourned or postponed, no later than 48 hours before the resumption of the meeting in relation to the resumed part of the meeting) in any of the following ways:

Benitec Shareholders may lodge their proxy online at www.investorvote.com.au and following the instructions on the website.  You will require the information on your Proxy Form to lodge your proxy through the website.

Computershare Investor Services Pty Limited
GPO Box 1282
Melbourne, Victoria 3001

Scan the QR Code on your Proxy Form and follow the prompts.

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For Intermediary Online subscribers only (custodians) please visit

www.intermediaryonline.com to submit your voting intentions.

If a voting form is completed under power of attorney or other authority, the power of attorney or other authority, or a certified copy of the power of attorney or other authority, must accompany the completed voting form unless the power of attorney or other authority has previously been noted by the Share Registry.

If you hold Benitec Shares jointly with one or more other persons, in order for your direct vote or proxy appointment to be valid, each of you must sign the voting form.

By attorney:

You may appoint an attorney to attend and vote at the Scheme Meeting on your behalf. Your attorney need not be another Benitec Shareholder. Each attorney will have the right to vote on the poll and also to speak at the Scheme Meeting.

The power of attorney appointing your attorney to attend and vote at the Scheme Meeting must be duly executed by you and specify your name, the company (that is, Benitec), and the attorney, and also specify the meeting at which the appointment may be used. The appointment may be a standing one.

The power of attorney, or a certified copy of the power of attorney, should be lodged at the registration desk on the day of the Scheme Meeting or delivered by post or by facsimile to the Share Registry before 10.00am (AEDT) on Tuesday, 24 March 2020 (or, if the meeting is adjourned or postponed, no later than 48 hours before the resumption of the meeting in relation to the resumed part of the meeting).

Attorneys of Benitec Shareholders will be admitted to the meeting and given a voting card on providing at the point of entry to the meeting, written evidence of their appointment, their name and address, and the name of their appointors.

Your appointment of an attorney does not preclude you from attending in person and voting at the meeting.

By corporate representative:

If you are a body corporate, you may appoint an individual to act as your body corporate representative. The appointment must comply with the requirements of section 250D of the Corporations Act, meaning that Benitec will require a certificate of appointment of body corporate representative to be executed by you in accordance with the Corporations Act.

A form of certificate may be obtained from the Share Registry by calling 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). The certificate of appointment may set out restrictions on the representative’s powers.

If a certificate is completed under a power of attorney or other authority, the power of attorney or other authority, or a certified copy of the power of attorney or other authority, must accompany the completed certificate unless the power of attorney or other authority has previously been noted by the Share Registry.

Body corporate representatives of Benitec Shareholders will be admitted to the Scheme Meeting and given a voting card on providing at the point of entry to the meeting, written evidence of their appointment, their name and address and the name of their appointors.

Questions?

Further information on the Scheme Meeting can be found in the notice of meeting in Attachment D of this Scheme Booklet.

If you have any questions after reading this Scheme Booklet, please call the Benitec Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (AEDT), or contact your legal, financial, taxation or other professional adviser.

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Letter from the Executive Chairman

Dear Shareholders,

On 27 November 2019, Benitec announced its intention to re-domicile from Australia to the United States of America.  Benitec is implementing a scheme of arrangement pursuant to which Benitec Biopharma Inc. (Holdco), a new company incorporated for the purpose of effecting the re-domiciliation, will acquire all Benitec Shares and in exchange Benitec Shareholders will receive 1 Holdco Share for every 300 Benitec Shares held as at the Record Date.  

Holders of ADSs listed on Nasdaq will be entitled to vote and participate in the Scheme (through the Bank of New York Mellon, the ADS Depositary).

If the Scheme is implemented, Benitec will become a wholly owned subsidiary of Holdco.  Promptly following implementation of the Scheme, Benitec will be delisted from ASX.  Holdco Shares will be admitted to Nasdaq on the Implementation Date, subject to authorisation for listing being obtained from Nasdaq and official notice of issuance of Holdco Shares from Holdco.

Reasons for re-domiciliation

After carefully considering the relative merits of the re-domiciliation, the Benitec Board is of the view that the advantages materially outweigh the disadvantages.  In particular, the Benitec Board believes that the re-domiciliation would provide the following potential benefits:

You should carefully consider the reasons to vote for, and against, the Scheme Resolution set out in Section 2.

Independent Expert

Benitec has engaged McGrathNicol Advisory Partnership to prepare the Independent Expert’s Report for this Scheme Booklet.

The Independent Expert has concluded the Scheme is in the best interests of Benitec Shareholders.

A full copy of the Independent Expert’s Report is also included in Attachment A of this Scheme Booklet.

Recommendation of the Benitec Board

For the reasons set out in this Scheme Booklet, the Benitec Board unanimously recommends that you vote in favour of the Scheme Resolution, subject to no superior proposal emerging and the Independent Expert continuing to conclude the Scheme to be in the best interests of Benitec Shareholders.  

Subject to those same qualifications, each member of the Benitec Board that holds or controls Benitec Shares intends to vote in favour of the Scheme.

The Benitec Board will carefully consider any proposal received from third parties in the context of a control transaction (or any other transaction) to determine whether it is a “superior proposal” in the best interests Benitec Shareholders, taking into account a range of relevant factors.  As at the date of this Scheme Booklet, no superior proposal has emerged and the Directors are not aware of any superior proposal that is likely to emerge.

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Your vote is important

Your vote is important regardless of how many Benitec Shares you own. If you wish for the Scheme to proceed, it is important that you vote in favour of the Scheme Resolution at the Scheme Meeting.

Further Information

This Scheme Booklet sets out important information regarding the Scheme, and I encourage you to consider it carefully and in its entirety.

If you require any further information, please call the Benitec Shareholder Information Line on 1300 850 505 (within Australia), or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (AEDT).

Conclusion

On behalf of the Benitec Board, I thank you for your continued support as a Benitec Shareholder.  We encourage you to vote in favour of the Scheme, which we believe to be in the best interests of Benitec Shareholders.  

Yours sincerely

Jerel A. Banks, M.D., Ph.D.

Executive Chairman and CEO

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This Section 1 answers some frequently asked questions about the Scheme. It is not intended to address all relevant issues for Benitec Shareholders. This Section 1 should be read together with all other parts of this Scheme Booklet (including the risk factors in Section 6).

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The Scheme has a number of advantages and disadvantages which may affect Benitec Shareholders in different ways, depending on their individual circumstances. Benitec Shareholders should seek professional advice on their particular circumstances, as appropriate.

Section 2.2 provides a summary of some of the reasons why the Directors have unanimously recommended you vote in favour of the Scheme Resolution in the absence of a superior proposal.

Section 2.2 should be read in conjunction with Section 2.3 which sets out reasons why you may wish to vote against the Scheme Resolution.

You should read this Scheme Booklet in full, including the Independent Expert’s Report, before deciding how to vote at the Scheme Meeting. While the Directors acknowledge the reasons to vote against Scheme Resolution, they believe the advantages of the Scheme Resolution significantly outweigh the disadvantages.

The Directors unanimously recommend that Benitec Shareholders vote in favour of the Scheme, in the absence of a superior proposal, and have considered the advantages, disadvantages and risks associated with the Scheme in arriving at this recommendation.

Each member of the Benitec Board intends to vote for the Scheme in respect of their personal holdings of Benitec Shares, and any proxies placed at their discretion, in the absence of a superior proposal.  

The Independent Expert has concluded that the Scheme is in the best interests of Benitec Shareholders as, in the Independent Expert’s opinion, the advantages of the Scheme outweigh the disadvantages, both of which are summarised in section 5 of the Independent Expert’s Report.

A copy of the Independent Expert’s Report is set out in Attachment A. Benitec Shareholders are encouraged to read the Independent Expert’s Report carefully, including the assumptions, qualifications and disclaimers on which the Independent Expert’s conclusions are based.

Benitec is currently admitted to both ASX and Nasdaq.  Following implementation of the Scheme, Benitec will be delisted from ASX and Holdco will only be listed on Nasdaq, which will streamline and reduce overhead costs of the group, particularly in respect of compliance, audit and insurance costs, which are increased significantly due to Benitec’s dual-listing structure.

Benitec estimates that the re-domiciliation could generate cost savings in excess of A$750,000 per annum once fully implemented.

Benitec’s current business and the majority of employees are already located in the United States and the re-domiciliation will align its corporate and operations structure.  This may make the overall structure more easily understandable by potential investors.

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The Benitec Board believes that the re-domiciliation would improve the attractiveness of the Benitec Group as a potential acquisition target, given that the United States remains one of the most active markets for transactions in the life sciences sector.  The Benitec Board also believes that the same logic would apply for potential licensing partners.  

Re-domiciling to the United States would allow any potential control, licensing or other transaction to be completed more quickly and potentially with lower transaction costs.

Further, if in the event that the Benitec Group wished to acquire a target or asset, Benitec Group would also have the ability to issue Nasdaq listed Holdco Shares as consideration, which may be more attractive to certain third parties.

The Directors consider that re-domiciling the Benitec Group to the United States would provide access to a broader range of investors in a market which is familiar with and has a stronger interest in earlier to mid-stage biotechnology companies, which may lead to a re-rating of the Benitec Group, a stronger market capitalisation/ valuation and improved liquidity in trading.

As at the date of this Scheme Booklet, no superior proposal has emerged and the Directors are not aware of any superior proposal that is likely to emerge.

The Benitec Board will carefully consider any proposal received from third parties in the context of a control transaction (or any other transaction) to determine whether it is a “superior proposal” in the best interests Benitec Shareholders, taking into account a range of relevant factors.  

Despite the view of the Directors and the Independent Expert, you may believe that the Scheme is not in the best interests of Benitec Shareholders or not in your individual best interests.

Benitec Shareholders may believe that the opportunities available to Benitec and the potential returns will be superior as an ASX listed company in the long term. Benitec Shareholders may also believe that it is in the best interests of Benitec Shareholders for Benitec to remain as a company domiciled in Australia.

You may wish to maintain your investment profile in an Australian publicly listed company on the ASX.  Holdco Shares are proposed to be listed on Nasdaq and Holdco does not intend to maintain a Chess Depositary Interest (CDI) on the ASX.  Accordingly, Holdco Shares will not be able to be traded on ASX and Benitec Shareholders located outside the US may not be as familiar with trading practices on Nasdaq as they might be with trading practices on the ASX.  

You may not wish to hold shares in a publicly traded company domiciled in the United States.  On implementation of the Scheme, Benitec Shareholders will become shareholders in Holdco, a company incorporated in Delaware in the US. Holdco is not subject to the provisions of the Corporations Act or the Listing Rules.

The rights of Holdco Shareholders will instead be governed by the laws of the State of Delaware, including the Delaware General Corporation Law (DGCL), US federal securities law, Nasdaq listing rules and Holdco’s certificate of incorporation and by-laws.

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Scheme Shareholders receiving Holdco Shares as part of the Scheme Consideration under the Scheme may also have reduced takeover protection under Delaware and US laws, compared to the protection available under Australian law.

Currently, Australian resident Benitec Shareholders may take action to enforce the provisions of the Benitec Constitution or securities laws applicable to Benitec in Australian courts, applying Australian law.  After implementation of the Scheme, such actions with respect to Holdco will be determined in accordance with US law, and in the courts of the State of Delaware.

Benitec Shareholders should refer to Section 5.4 for a summary of the rights and liabilities attaching to Holdco Shares and Section 5.6 for a summary on the differences between the company law regimes applicable to Benitec and Holdco.

Holdco may be exposed to increased litigation as a US public company, as the US legal environment is generally more litigious. Under Delaware law, a shareholder must meet certain eligibility and standing requirements to bring a derivative action, but settlement or dismissal of a derivative action requires the approval of the court and notice to shareholders of the proposed dismissal.

Shareholders in the US are entitled to commence class action suits on their own behalf and on behalf of any other similarly situated shareholders to enforce an obligation owed to the shareholders directly where the requirements for maintaining a class action under Delaware law have been met.

There is a risk that any material or costly dispute or litigation could adversely affect Holdco’s reputation, financial performance or value.

Implementation of the Scheme may give rise to US federal and Australian taxation consequences for certain Benitec Shareholders.

These taxation consequences are dependent on the personal circumstances of each Benitec Shareholder.  Accordingly, each Benitec Shareholder should seek their own taxation advice prior to voting on the Scheme.

Benitec Shareholders who are Australian and United States residents should refer to Sections 8.2 and 8.3 for a summary of certain potential tax implications of the Scheme.

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Benitec is a company incorporated in Australia admitted to the ASX and Nasdaq.  To effect the re-domiciliation to the United States, Benitec entered into a Scheme Implementation Agreement with Holdco, a corporation formed under the laws of Delaware, United States for the purpose of the re-domiciliation, under which Holdco will acquire all Benitec Shares, by way of a scheme of arrangement under Part 5.1 of the Corporations Act, pursuant to which Benitec Shareholders will receive Holdco Shares in exchange for the Benitec Shares.

If the Scheme is implemented, Benitec will be delisted from ASX and will become a wholly owned subsidiary of Holdco.

This Section 3 contains an overview of the Scheme, a copy of which is included in Attachment C.

A summary of the Scheme Implementation Agreement is included in Section 7 and a copy of the Scheme Implementation Agreement is in Attachment E to this Scheme Booklet.

If the Scheme becomes Effective, Scheme Shareholders will receive Scheme Consideration of one Holdco Share for every 300 Scheme Shares held as at the Record Date.

The Scheme Consideration will be issued on the Implementation Date.

Scheme Shareholders who are Ineligible Foreign Shareholders will not be issued Holdco Shares.  Instead, the Holdco Shares to which Ineligible Foreign Shareholders would otherwise be entitled to under the Scheme will be issued to the Sale Agent and sold through the Share Sale Facility, with the Share Sale Facility Proceeds being remitted to those Scheme Shareholders.  

Any fractional entitlements to Holdco Shares will not be issued to Scheme Shareholders and will instead be aggregated and issued to the Sale Agent to be sold under the Share Sale Facility.  

The Holdco Shares are currently expected to trade on Nasdaq on the Implementation Date, subject to authorisation for listing being obtained from Nasdaq and official notice of issuance of Holdco Shares from Holdco.

The Implementation Date is currently expected to be Wednesday, 15 April 2020.

A holding statement detailing the issue of Holdco Shares is expected to be despatched to Scheme Shareholders within 5 Business Days after the Implementation Date.

Scheme Shareholders may be unable to trade until they receive the holding statement confirming the number of Holdco Shares held and their Holder Account Number. It is the responsibility of each Scheme Shareholder to confirm their holding before trading in their securities.  Holdco Shareholders who sell their securities before they receive their holding statement do so at their own risk. Benitec and Holdco disclaim all liability (to the maximum extent permitted by law) to persons who trade Holdco Shares before receiving their holding statements.

Benitec Shareholders holding less than 50,000 Benitec Shares as at the Record Date may also elect to have all of their Holdco Shares issued to the Sale Agent and sold under the Share Sale Facility.  To make a valid Sale Election you return the completed Sale Election Form to the Share Registry by 5.00pm (AEST) on Monday, 6 April 2020 in accordance with the instructions on the Sale Election Form.  Once made, the Sale Election is irrevocable.

Participation in the Share Sale Facility is optional. If no Sale Election is made, or a Sale

Election is invalid, incomplete or it is received after the date specified on the Sale

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Election Form, you will not be treated as a Selling Shareholder and will not participate in the Share Sale Facility. Instead, Scheme Shareholders will receive Holdco Shares as Scheme Consideration.

If a Benitec Shareholder holds one or more parcels of Benitec Shares as trustee or

nominee for, or otherwise on account of, another person, that Benitec Shareholder may

make separate elections in accordance with the election process in respect of each of those parcels.  In order to make separate elections, the trustee or nominee must establish distinct holdings on the Share Register in respect of each parcel of Benitec Shares and must make a separate sale election in respect of each such parcel of Benitec Shares. However, the trustee or nominee may not accept instructions from an underlying beneficiary to make an election unless it is in respect of all parcels of Benitec Shares held by the trustee or nominee on behalf of that beneficiary, and the underlying beneficiary has confirmed to the trustee or nominee that its aggregated beneficial and legal holding of Benitec is less than 50,000 Benitec Shares.

Holdco will issue:

to the Sale Agent and sold for the benefit of the relevant person.

If the number of fractional Holdco Shares is in aggregate, not a whole number, it will be rounded down to the nearest whole number of aggregate fractional Holdco Shares and issued to the Sale Agent.

Benitec will appoint the Sale Agent for the purpose of selling the above Holdco Shares through the Share Sale Facility on Nasdaq following the Implementation Date.

Benitec will, as soon as practicable, distribute to each Ineligible Foreign Shareholder, Selling Shareholder and Scheme Shareholder who has a fractional entitlement to Holdco Shares their respective proportion of those net proceeds by (at its discretion):

Brokerage fees will be deducted from the sale proceeds of Holdco Shares sold through the Share Sale Facility by the Sale Agent.  

The final Share Sale Facility Proceeds will be remitted to the relevant Scheme Shareholders based on a volume weighted average price per Holdco Share, so that each Scheme Shareholder entitled to such proceeds will receive the same price per Holdco Share.

Having regard to the current trading volume of Benitec Shares on ASX and to ensure that the sale of Holdco Shares takes place in an orderly market and does not unnecessarily impact the price of Holdco Shares, it is anticipated that the completion of the sale of Holdco Shares through the Share Sale Facility and the distribution of the Share Sale Facility Proceeds may require several months.  Interest will not be paid on any Share Sale Facility Proceeds.  The Share Sale Facility Proceeds will be paid in Australian dollars, converted using the prevailing AUD/US exchange rate at the time of exchange.

The Sale Agent will sell the Holdco Shares at such a price and on such other terms as the Sale Agent determines in good faith (and at the risk of Ineligible Foreign Shareholders, Selling Shareholders, and Scheme Shareholders who have a fractional entitlements to Holdco Shares, as applicable) having due regard for the desire to achieve the best price reasonably available at the time of sale.

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There is no guarantee that there will be a liquid market for Holdco Shares.  Prices for Holdco Shares may rise and fall during the sale period and will depend on many factors, including the demand for and supply of Holdco Shares.  Benitec, Holdco and the Sale Agent give no assurance as to the price that will be achieved for the sale of Holdco Shares described above.  The actual price achieved may be more or less than the market value of Benitec Shares as at the date of this Scheme Booklet.

The payment of the Share Sale Facility Proceeds from the sale of Holdco Shares will be in full satisfaction of the rights of Ineligible Foreign Shareholders, Selling Shareholders, and Scheme Shareholders who have fractional entitlements to Holdco Shares.

Under the Scheme, each Ineligible Foreign Shareholder, Selling Shareholder and Scheme Shareholders who have fractional entitlements to Holdco Shares, appoints Benitec as its agent to receive any financial services guide or other notice which may be required to be issued to them by the Sale Agent.

ADS Holders cannot participate in the Share Sale Facility as they are not registered in the Share Register.

US backup withholding may apply to Share Sale Facility Proceeds payable to a US Holder if such holder fails to provide its correct taxpayer identification number or otherwise fails to certify its exemption from backup withholding. Holders who are required to establish their exempt status generally will be required to provide a properly completed applicable IRS Form W-9 or W-8 to Computershare by 5.00 (AEST) on Monday, 6 April 2020.

In conjunction with the implementation of the Scheme, Holdco Shares will be admitted to Nasdaq, subject to authorisation for listing being obtained from Nasdaq and official notice of issuance of Holdco Shares from Holdco.

If the Scheme is implemented and Holdco Shares are authorised for admission to Nasdaq, trading in Holdco’s Shares will commence on the Implementation Date. Once admission occurs, Holdco Shareholders may trade their Holdco Shares on Nasdaq.  

The Directors unanimously recommend that Benitec Shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert continuing to conclude the Scheme to be in the best interests of Benitec Shareholders.

The Directors believe that the reasons to vote in favour of the Scheme outweigh the reasons to vote against.

See Section 2.2 above for key reasons for vote in favour of the Scheme and other relevant considerations for Benitec Shareholders.

In considering whether to vote in favour of the Scheme, the Directors encourage you to:

Each member of the Benitec Board intends to vote all Benitec Shares held by them or controlled by them in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of Benitec Shareholders.

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Benitec commissioned the Independent Expert to prepare a report on which the Scheme is, in the Independent Expert’s opinion, in the best interests of Scheme Shareholders.

The Independent Expert’s Report is contained in Attachment A.  The Benitec Board encourages you to read the Independent Expert’s Report in full before voting in favour of the Scheme Resolution.

The implementation of the Scheme is still subject to a number of Conditions Precedent. The Conditions Precedent are set out in full in clause 3.1 of the Scheme Implementation Agreement, a copy of which is set out in Attachment E to this Scheme Booklet.

The Scheme will not proceed unless all the Conditions Precedent are satisfied or waived (if applicable) in accordance with the Scheme Implementation Agreement. As at the Last Practicable Date, the Directors are not aware of any reason why these Conditions Precedent would not be satisfied or waived with the agreement of Holdco.

A summary of the Conditions Precedent is included in Section 7.1(b). See also Section 8.5 for more information about the status of the Conditions Precedent as at the Last Practicable Date.

If the Scheme does not become Effective, Benitec Shareholders will retain their Benitec Shares and Benitec will continue as a company domiciled in Australia, with Benitec Shares trading on ASX and the ADSs and certain warrants issued by Benitec trading on Nasdaq.

The costs of the Scheme have been estimated by Benitec to be approximately A$650,000. Approximately A$550,000 of these costs are expected to be payable by Benitec regardless of whether or not the Scheme becomes Effective and is implemented.

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As a Benitec Shareholder, you have the following choices available:

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Under sections 169 and 173 of the Corporations Act, any Benitec Shareholder has a right to inspect, and to ask for a copy of, the Share Register which contains details of the names and addresses of each Benitec Shareholder.

Benitec may require a Benitec Shareholder to provide reasons for their request prior to providing a copy of the Share Register, and a Benitec Shareholder must not use any information obtained for an improper purpose. A copy of the Share Register will be given to any Benitec Shareholder upon request and payment of the prescribed fee under the Corporations Act where Benitec is satisfied that the details provided are not likely to be used for an improper purpose.

The terms of the Scheme provide that each Scheme Shareholder is taken to have authorised Benitec to warrant to Holdco that:

Under the terms of the Scheme, Benitec undertakes that it will provide such warranty to Holdco as agent and attorney of each Scheme Shareholder.

Subject to the Scheme becoming Effective, each Scheme Shareholder irrevocably appoints Benitec and each of its Directors and secretaries (jointly and each of them individually) as its attorney and agent for the purpose of:

No brokerage or stamp duty will be payable by Scheme Shareholders on the transfer of their Scheme Shares to Holdco under the Scheme.  However, if you participate in the Share Sale Facility, brokerage fees will be deducted from the final proceeds.

Except for tax file numbers and except as prohibited by law, all instructions, notifications or elections by each Benitec Shareholder to Benitec binding or deemed binding between the Benitec Shareholder and Benitec relating to Benitec or Benitec Shares, including instructions, notifications or elections relating to:

will be deemed from the Implementation Date (except to the extent determined otherwise by Holdco in its sole discretion) to be made by the Scheme Shareholder to Holdco and to be a binding instruction, notification or election to, and accepted by, Holdco in respect of any Holdco Shares provided to that Scheme Shareholder until and unless that instruction, notification or election is revoked or amended in writing addressed to Holdco or its agent.

On a date after the Implementation Date, Holdco will apply for the termination of the official quotation of Benitec Shares on ASX and for Benitec to be removed from the official list of ASX.

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Benitec is a clinical-stage biotechnology company focused on the development of novel genetic medicines. The proprietary platform, called DNA-directed RNA interference, or ddRNAi, combines RNA interference, or RNAi, with gene therapy to create medicines that facilitate sustained silencing of disease-causing genes following a single administration.  

The ddRNAi-based genetic medicine currently under development by Benitec (BB-301) represents a product candidate that can, potentially, be used to meaningfully improve upon the existing standard of care for a rare, chronic, life-threatening form of muscular dystrophy.  In the past, the research and development efforts of Benitec have been directed towards disorders that include head and neck squamous cell carcinoma (HNSCC), oculopharyngeal muscular dystrophy (OPMD), wet age-related macular degeneration (AMD) and chronic hepatitis B (HBV).  Through the combination of the targeted gene silencing effect of RNAi together with the durable gene expression associated with the use of modified viral vectors, ddRNAi has the potential to produce durable silencing of disease-causing genes following a single administration of the proprietary genetic medicine.  This novel attribute of the investigational agent that is being advanced through non-clinical development could facilitate the achievement of robust clinical activity while greatly reducing dosing frequencies traditionally expected for medicines employed for the management of chronic diseases.  Additionally, the establishment of chronic gene silencing via ddRNAi-based genetic medicines could significantly reduce the risk of patient non-compliance during the course of medical management of potential fatal clinical disorders.

Benitec is based in Melbourne, Australia with laboratories in Hayward, California (USA), and collaborators and licensees around the world.  

On 31 July 2019, Benitec announced the completion of a workforce reduction of approximately 50%.  Through streamlining of operations, Benitec retained staff members who are key to the achievement of the core research and development goals.  The rationalisation of resources will result in an extended financial runway for Benitec while allowing Benitec to continue to advance the BB-301 program through development.

Benitec currently has 13 full-time equivalent employees.

The following diagram sets out Benitec’s product candidates and their development status.

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Employee share options plan

As at the date of this Scheme Booklet, Benitec has 21,715,000 unlisted options on issue with exercise prices ranging from A$0.196 to A$1.25 and expiry dates ranging from 6 May 2020 to 16 May 2024 (Employee Options).  The Employee Options have all been issued under Benitec’s Employee Share Option Plan to current employees and officers of Benitec.

On the basis that there is no effective change of control under the Scheme, the Scheme will not trigger the automatic vesting of any Employee Options and the Benitec Board does not intend to accelerate the vesting of the Employee Options or to otherwise make any material change to the terms on which the Employee Options have been issued.  Benitec will request each participant who holds Employee Options to agree to have the terms of the Employee Share Option Plan amended (subject to the Scheme becoming Effective) so that Holdco will be allowed to assume the Employee Share Option Plan and the unlisted options.  If the changes are agreed and the Scheme is implemented, any exercise of the Employee Options (subject to vesting conditions being met) will entitle the holder to one Holdco Share for every 300 Benitec Shares that the participant would have been entitled to had the Scheme not been implemented, subject to rounding.  

Following the Implementation Date, Holdco will adopt a new employee incentive plan and no further Employee Options (under the existing Employee Share Option Plan) will be issued.

In the event that any existing participants do not agree to the proposed amendment to allow Holdco Shares to be issued in lieu of Benitec Shares upon exercise of the Employee Options, then following implementation of the Scheme Holdco will consider the available courses of action available to it including compulsory acquisition of the Employee Options under Chapter 6A of the Corporations Act (if possible).

Listed warrants

Benitec also has on issue 57,490 warrants exercisable for ADSs on a one for one basis at an exercise price of US$55.00 per ADS, with an expiry date of 21 August 2020.  The warrants are listed on Nasdaq under ticker code “BNTCW”.  

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While these warrants are listed on Nasdaq, as at the Last Practicable Date the 50 day average trading volume on Nasdaq of the listed warrants is zero and the exercise price of the warrants is significantly higher than the current market prices of Benitec Shares and ADSs.  Benitec considers that there is no financial rationale or benefit for holders of the listed warrants to exercise them prior to expiration.  Accordingly, the Benitec Board has formed the view that it would be unduly onerous or impractical to take any action in respect of the warrants, such as to implement a separate scheme for Holdco to acquire the warrants, or to invite holders of the listed warrants to have the terms of the warrants amended to enable Holdco Shares to be issued upon exercise of the warrants. Benitec therefore does not intend to take any action in respect of the listed warrants and the warrants will remain on issue on their current terms following implementation of the Scheme until expiry on 21 August 2020, except that from the Implementation Date these warrants will be de-listed from Nasdaq and there will no longer be a market for these warrants as a result of Benitec becoming a Subsidiary of Holdco.

As Benitec’s ADS program is intended to be terminated following implementation of the Scheme, should any listed warrant holder exercise their listed warrants, Holdco will instead issue Holdco Shares to the warrant holder in lieu of ADSs (at a ratio of 1 Holdco Share for every 300 Benitec Shares underlying the ADSs).  There is a risk that warrant holders may consider that Benitec has breached the terms of the listed warrant and bring a claim against Benitec or Holdco.  However, Benitec considers that this risk is minimal for the reasons discussed above and on the basis that Holdco will be issuing Holdco Shares to the warrant holder, which would arguably put the warrant holder in the same financial position such holder would have been in if it had received Benitec ADSs upon exercise.

Purchase Warrants

As part of its registered direct offering announced to ASX on 1 October 2019, Benitec agreed to issue purchase warrants to certain sophisticated and professional investors in the United States.  At Benitec’s 2019 Annual General Meeting held on 29 November 2019, Benitec Shareholders approved the issuance of four purchase warrants exercisable into 321,286 ADSs in aggregate (representing 64,257,200 underlying Benitec Shares) at an exercise price of US$7.00 per ADS (Purchase Warrants).  The Purchase Warrants remain outstanding and are exercisable in whole or in part until 6 December 2024.

Pursuant to the terms of the Purchase Warrants, if Benitec undertakes a “fundamental transaction” at any time while the Purchase Warrants remain outstanding, the holder of a Purchase Warrant may at the holder’s option:

The Scheme is a “fundamental transaction” for the purposes of the Purchase Warrant.  As at the Last Practicable Date, the black scholes value of the Purchase Warrants (as calculated in accordance with their terms of issue) is approximately US$1.3 million.

Benitec has entered into discussions with holders of the Purchase Warrants to amend and restate the Purchase Warrants so that:

If the discussions are unsuccessful, Holdco may be required to acquire the Purchase Warrants from the holders on or after the implementation of the Scheme.

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Following the implementation of the Scheme, Holdco will be a public reporting company in the United States with Holdco Shares being listed for trading on Nasdaq on the Implementation Date, subject to authorisation for listing being obtained from Nasdaq and official notice of issuance of Holdco Shares from Holdco. After obtaining such listing approval from Nasdaq, Holdco plans to file in due course a post-effective amendment to the registration statement on Form F-1 (Registration No. 333-235412) previously filed by Benitec with the SEC and request the SEC to declare it effective for Holdco. After the effectiveness of such amendment, holders of the Purchase Warrants can continue to rely on the same registration statement for the resale of Holdco Shares issuable after exercising the Purchase Warrants.

As at the date immediately prior to the date of this Scheme Booklet, the Directors had the following Relevant Interests in Benitec securities:

Each Director intends to vote all Benitec Shares held or controlled by them in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of Benitec Shareholders.

No Director acquired or disposed of a Relevant Interest in any Benitec Share in the four month period ending on the date immediately prior to the date of this Scheme Booklet.

As at the date immediately prior to the date of this Scheme Booklet, neither Benitec nor any Director had a Relevant Interest in any securities in Holdco.

No Director acquired or disposed of a Relevant Interest in any securities in Holdco in the four month period ending on the date immediately prior to the date of this Scheme Booklet.

No payment or other benefit is proposed to be made or given to any director, company secretary or executive officer of Benitec as compensation for the loss

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of, or as consideration for or in connection with his or her retirement from, office in Benitec in connection with the Scheme, other than in his or her capacity as a Benitec Shareholder.

There are no agreements or arrangements made between any Director and any other person in connection with, or conditional on, the outcome of the Scheme, other than in their capacity as a Benitec Shareholder.

None of the Directors have any interest in any contract entered into by Holdco, other than in their capacity as a Benitec Shareholder.

None of the Directors have agreed to receive, or is entitled to receive, any benefit from Holdco, which is conditional on, or is related to, the Scheme, other than in their capacity as a Benitec Shareholder.

A summary of the trading prices of Benitec Shares on ASX for various periods leading up to, and following, announcement of the Scheme on ASX is set out below.

This Section 4.9 sets out summary financial information in relation to Benitec for the purpose of this Scheme Booklet.  The financial information has been extracted from Benitec’s 2018 and 2019 Annual Reports.

The historical financial information of Benitec in this Section 4.9 is presented in an abbreviated form and does not contain all the disclosures, presentations, statements or comparatives that are usually provided in an annual report prepared in accordance with the Corporations Act. Benitec considers that for the purposes of this Scheme Booklet, the historical financial information presented in an abbreviated form is more meaningful to Benitec Shareholders.  The historical financial information of Benitec has been prepared in accordance with the recognition and measurement principles contained in the Australian Accounting Standards.  Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

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Table 1 – Consolidated statement of profit or loss and other comprehensive income

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Table 2 – Consolidated statement of financial position

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Table 3 – Consolidated statement of cash flows

Other than the direct offering announced to ASX on 1 October 2019, to the Directors’ knowledge there are no material changes to Benitec’s financial position since 30 June 2019, being the date of the last balance sheet laid before the company in general meeting or sent to Benitec Shareholders in accordance with section 314 or 317 of the Corporations Act.

Benitec is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations.  Specifically, as a listed company, Benitec is subject to the Listing Rules which require (subject to some exceptions) continuous disclosure of any information Benitec has that a reasonable person would expect to have a material effect on the price or value of Benitec Shares.

Information disclosed to ASX by Benitec is available at www.asx.com.au.

ASIC also maintains a record of documents lodged with it by Benitec and these documents may be obtained from or inspected at any office of ASIC.

Benitec Shareholders may obtain a copy of:

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from the ASX website (www.asx.com.au) or free of charge by calling the Benitec Shareholder Information Line on 1300 850 505  (within Australia) or +61 3 9415 4000 (outside Australia) Monday to Friday between 8.30am and 5.00pm (AEDT), or by visiting www.benitec.com.

A list of announcements made by Benitec from 29 August 2019 (being the date on which Benitec lodged its Annual Financial Report for the year ended 30 June 2019 with ASX) to the Last Practicable Date is contained below. Benitec Shareholders may obtain further announcements concerning Benitec from ASX’s website (www.asx.com.au).

A substantial amount of information on Benitec is also available in electronic form at www.benitec.com.

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Holdco was incorporated under the laws of the US State of Delaware on 22 November 2019.  

Holdco has been incorporated for the purposes of re-domiciling Benitec to the United States.  Holdco will not conduct and will have no current intent to conduct any business other than entering into the agreements and performing the acts which are detailed in this Scheme Booklet.  As Holdco will be a newly formed entity, Holdco’s initial financial statements will be Benitec’s historical financial statements.

If the Scheme is implemented, Holdco’s business will consist entirely of the business of Benitec, which will become a wholly owned subsidiary of Holdco.

As at the date of this Scheme Booklet, the directors of Holdco are the existing Directors, being:

The Nasdaq listing rules require that a listed company’s board must have a majority of independent directors, being a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Accordingly, prior to implementation of the Scheme, Holdco intends to appoint at least one additional independent non-executive director to satisfy the Nasdaq listing rules.

Holdco is authorised to issue up to 10,000,000 shares of common stock of US$0.0001 par value. As at the date of this Scheme Booklet, no Holdco Shares or other securities have been issued by Holdco.

The rights of Holdco Shareholders are governed by the DGCL and Holdco’s certificate of incorporation and by-laws.  If Holdco Shares are approved for trading on Nasdaq, they will also be subject to the listing rules of Nasdaq.

A comparison between the key rights of holders of Benitec Shares and Holdco Shares is set out below. The comparison below is provided in summary form and is not an exhaustive list of all rights of holders of Benitec Shares and Holdco Shares.  It is intended as a general guide only and should be read in conjunction with the disclosures in other Sections of this Scheme Booklet, including Section 5.6.  Benitec Shareholders should consult with their own legal advisers if they have any queries.

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As set out in Section 4.4, upon implementation of the Scheme, Holdco will assume all obligations in relation to the Employee Options under the existing Benitec Employee Share Options Plan.

Holdco intends to adopt a new employee incentive plan (Holdco EIP) to enable Holdco to issue long-term incentives to Officers and employees of Holdco subsequent to completion of the re-domiciliation.  The Holdco EIP is expected to be in a form and contain provisions which are customary for a US public company admitted to a major stock exchange.  Upon

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Holdco Shareholder approval and adoption by Holdco, a copy of the Holdco EIP will be made available at the SEC’s website at www.sec.gov.

Benitec is incorporated in Western Australia, Australia.  Holdco is incorporated in Delaware, United States.  As a result, if the Scheme is implemented, different legal regimes will apply to the Benitec Group.  

Some of the differences between Australian and Delaware corporate laws could be viewed as advantageous to Benitec Shareholders, while others could be viewed as disadvantageous.

The comparison below is provided in summary form and is not an exhaustive statement of all relevant laws, rules and regulations.  It is intended as a general guide only.  It should be read in conjunction with the disclosures in other Sections of this Scheme Booklet, including Section 5.4.  Benitec Shareholders should consult with their own legal advisers if they have any queries.

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40

41

42

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44

45

46

47

48

49

50

51

52

53

54

55

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If the Scheme is implemented, a different financial reporting regime will apply with respect to Benitec’s accounts.  Benitec will no longer report under International Financial Reporting Standards (IFRS) and instead, will report in accordance with United States Generally Accepted Accounting Principles (US GAAP).

The Holdco Board considers there is no reason to believe that there would be a material difference in reported results under the different accounting principles.  The Holdco Board believes users of the accounts will continue to understand the content of the accounts after Benitec changes from reporting under IFRS to reporting under US GAAP.

Financial reporting under US GAAP would be similar to that under IFRS, although several items would be classified differently and the required reporting timetable will be different.

Following implementation of the Scheme, Holdco will be a publicly listed US company and must comply with the applicable US financial reporting requirements.  Holdco will become subject to the reporting requirements of the US Securities Act and will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC in addition to its reporting requirements under the Nasdaq listing rules.  Affiliates of Holdco will also be subject to the short-swing profit disclosure and recovery provisions of Section 16 of the US Securities Act.

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There are material differences between Australia and US financial reporting requirements.  A comparison of the financial reporting requirements for Benitec and Holdco is set out below.

The comparison below is provided in summary form and is not an exhaustive statement of all relevant laws, rules and regulations.  It is intended as a general guide only.  Benitec Shareholders should consult with their own legal advisers if they have any queries.

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As a Delaware entity listed on Nasdaq, Holdco will adopt corporate governance policies and new board committee charters in line with Nasdaq listing standards.  Holdco intends to adopt the same policies and charters as currently in effect for Benitec, with such changes as necessary for Holdco to comply with the rules applicable to US companies listed on Nasdaq.

Pursuant to the Nasdaq listing rules, Holdco will establish and adopt charters for its Audit Committee and Nominating and Governance Committee.  Holdco will also establish a Compensation Committee, the main functions of which are to review, approve and recommend the base salary, equity-based incentives and short-term incentive compensation for the executive officers, approve all long- term equity incentives to Holdco employees, review Holdco’s cash and stock-based incentive compensation plans to assess their effectiveness in meeting Holdco’s goals and objectives and take other actions to meet its responsibilities as set out in its written charter.  Holdco may adopt other charters and policies as the Holdco Board determines is necessary or appropriate.

Holdco is committed to ensuring that its corporate governance systems comply with statutory and stock exchange requirements and to maintaining its focus on transparency, responsibility and accountability.

If the Scheme is implemented, Holdco will own all Benitec Shares and Benitec will become a wholly owned subsidiary of Holdco.  No winding up, merger or liquidation of Benitec, nor any transfer of material assets from Benitec to Holdco or any other member of the Benitec Group, is currently contemplated.

The Holdco Board currently intends to operate the Benitec Group’s business in a manner consistent with past practice, and to continue the employment of its current employees, without any major change or amendment, although the Holdco Board may undertake a review of the Benitec Group following implementation of the Scheme and consider whether there are appropriate measures required to streamline its operations and structure.  Additionally, future economic, market and business conditions may cause Holdco to make changes it considers necessary and in the interests of its shareholders.  

It is intended that Benitec will be removed from the official listing of the ASX and Holdco will have Holdco Shares traded on Nasdaq.  

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In considering the Scheme Resolution, you should be aware that there are a number of risk factors, both general and specific, associated with the Scheme.  There are also risks specific to Benitec and/or the industries in which it operates, which could materially adversely affect the future operating and financial performance of Benitec and the value of Benitec Shares.

Benitec Shareholders will continue to be exposed to materially the same general market risks (in Section 6.2) and risks specific to an investment in Benitec (in Section 6.3) that they are exposed to now regardless of whether the Scheme becomes Effective.  These risks are provided in short summary form only given Benitec Shareholders are already exposed to them.  If the Scheme becomes Effective, then in addition to those risks Scheme Shareholders will also gain exposure to the risks in Section 6.4 as shareholders of Holdco.

The outline of the risks set out in this Section 6 is a summary only and should not be considered exhaustive. This Section 6 does not purport to list every risk that may be applicable to Benitec Shareholders now or in the future. Further, the occurrence or consequences of some of the risks described in this Section 6 may be partially or completely outside the control of Benitec, its Directors and senior management team.

These risk factors do not take into account the individual investment objectives, financial situation, position or particular needs of Benitec Shareholders. Before deciding how to vote in relation to the Scheme Resolution, you should have a sufficient understanding of these matters, having regard to your own individual risk profile, portfolio strategy, investment objectives, financial circumstances and taxation position. If you do not understand any part of this Scheme Booklet or are in any doubt as to how to vote in relation to the Scheme Resolution, it is recommended that you seek professional guidance from your financial, legal, taxation or other independent and qualified professional adviser before deciding how to vote.

You should carefully consider the risk factors discussed in this Section 6, as well as the other information contained in this Scheme Booklet before voting on the Scheme Resolution.

Like many listed companies, Benitec is exposed to a number of general risks that could materially adversely affect its financial position, assets and liabilities, reputation, profits, prospects and the market price and/or value of Benitec Shares.

These could include any or all of the following:

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