MTFB.L Regulatory News (MTFB)

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MOTIF BIO PLC.

This announcement contains inside information.

Motif Bio plc

("Motif Bio" or the "Company")

23 November 2016

Motif Bio plc Announces Closing of its US$25 Million U.S. Initial Public Offering and European Placement

Motif Bio plc (AIM: MTFB), the clinical stage biopharmaceutical company specialising in developing novel antibiotics, announced today, further to the Company's announcements on Friday 18 November 2016 regarding the Company's US Initial Public Offering and European Placing, the closing of its initial public offering of 2,438,491 American Depositary Shares ("ADSs") and 1,219,246 warrants over ADSs ("ADS Warrants") at a public offering price of US$6.98 per ADS/ADS Warrant combination, before underwriting discounts and commissions ("US Offering"). In addition, Motif Bio has granted the underwriters in the US Offering an option for a period of 30 days to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 292,618 ADSs and/or ADS Warrants to purchase 146,309 ADSs to cover any over-allotments.

Each full ADS warrant has a per ADS exercise price of US$8.03. The ADS warrants are exercisable immediately and have a term of five years. The ADSs and ADS warrants are listed on The NASDAQ Capital Market under the symbols "MTFB" and "MTFBW," respectively.

The US Offering is in conjunction with a placing of 22,863,428 Ordinary Shares together with 11,431,714 warrants over Ordinary Shares (the "Ordinary Share Warrants") at a placing price per Ordinary Share/Ordinary Share Warrant combination of 28 pence in a European placement (the "European Placing"). Investors will be allotted one Ordinary Share Warrant for every two Ordinary Shares subscribed in the European Placing. The Ordinary Share Warrants have an exercise price of 32.2 pence.

The US Offering and the European Placing (the "Fundraising") has in aggregate, but excluding any over-allotment, raised US$25 million gross, and US$21.4 million net of expenses.

H. C. Wainwright & Co. is acting as the sole book-running manager for the US Offering.

Zeus Capital is Nominated adviser and broker, Northland Capital Partners is joint broker and MC Services is European placement agent to the European Placing.

The 48,769,820 new Ordinary Shares in the Company, represented by the 2,438,491 ADSs issued pursuant to the US Offering, and the 22,863,428 new Ordinary Shares issued pursuant to the European Placing, were admitted to trading on the AIM market and dealings in these Ordinary Shares commenced at 8.00am GMT this morning.

Total Voting Rights

Following Admission, the Company's issued share capital comprises 180,643,744 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, this figure of 180,643,744 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

A registration statement relating to these securities was declared effective by the United States Securities and Exchange Commission on 17 November 2016. This press release does not constitute a prospectus and does not constitute or form part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or ADSs or any other securities in the United States of America or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act").

The US Offering has been made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from H. C. Wainwright & Co., 430 Park Avenue, New York, 10022; Telephone: 001 212 356 0500; or email: placements@hcwco.com. Investors may also obtain these documents at no cost by visiting the Securities and Exchange Commission's website at http://www.sec.gov.

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About Motif Bio

Motif Bio is a clinical-stage biopharmaceutical company, engaged in the research and development of novel antibiotics designed to be effective against serious and life-threatening infections in hospitalized patients caused by multi-drug resistant bacteria. Our lead product candidate, iclaprim, is being developed for the treatment of acute bacterial skin and skin structure infections (ABSSSI) and hospital acquired bacterial pneumonia (HABP), including ventilator associated bacterial pneumonia (VABP), which is often caused by MRSA (methicillin resistant Staphylococcus aureus). We are currently enrolling and dosing patients in two global Phase 3 clinical trials (Revive 1 and Revive 2) with an intravenous formulation of iclaprim, for the treatment of ABSSSI. Data readout for REVIVE-1 is expected in the second quarter of 2017 and REVIVE-2 is on track for data readout in the second half of 2017.