MTFB.L Regulatory News (MTFB)

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This announcement contains inside information.

Motif Bio plc

("Motif Bio" or the "Company")

18 November 2016

MOTIF BIO CONFIRMS SUCCESSFUL EUROPEAN PLACING IN CONJUCTION WITH U.S. INITIAL PUBLIC OFFERING AND NASDAQ CAPITAL MARKET LISTING

Motif Bio plc (AIM: MTFB), the clinical stage biopharmaceutical company specialising in developing novel antibiotics, is pleased to announce that, following the announcement made earlier today, the Company has raised a total of approximately US$25 million (before expenses) by way of an 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") and 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"). 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 ADS represents 20 Ordinary Shares of Motif Bio and the price of each Ordinary Share underlying an ADS is thus equivalent to the price per Ordinary Share in the European Placing (based on an exchange rate of approximately US$1.246 to £1.00. The US Offering and the European Placing (the "Fundraising") will, in aggregate but excluding any over-allotment, raise US$25 million gross, and US$21.4 million net of expenses. Investors will be allotted one ADS Warrant for every two ADSs subscribed in the US Offering, and one Ordinary Share Warrant for every two Ordinary Shares subscribed in the European Placing. The ADS Warrants and the Ordinary Share Warrants have an exercise price of US$8.03 and 32.2 pence, respectively.

The ADSs and the ADS Warrants have been approved for listing on the NASDAQ Capital Market and are expected to begin trading today under the ticker symbol "MTFB" and "MTFBW" respectively. Motif Bio's Ordinary Shares will continue to trade on the AIM market of the London Stock Exchange following the offering under the ticker "MTFB". The Ordinary Share Warrants will not be listed but may be held in dematerialised form through CREST.

Closing of the Fundraising is expected to occur on or about 23 November 2016, subject to customary closing conditions.

H. C. Wainwright & Co. is acting as the 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.

Application has been made for the 48,769,820 new Ordinary Shares in the Company, represented by the 2,438,491 ADSs to be issued pursuant to the US Offering, and the 22,863,428 new Ordinary Shares proposed to be issued pursuant to the European Placing, to be admitted to trading on the AIM market and it is expected that dealing in these Ordinary Shares will commence at 8.00am GMT on 23 November 2016.

Total Voting Rights

Upon Admission, the Company's issued share capital will comprise 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.

Use of Proceeds

The net proceeds of the Fundraising are approximately US$21.4 million. The Board believes that, along with the Company's existing cash and cash equivalents, this sum will provide sufficient capital to fund the following:

· approximately US$20.5 million to fund the expenses to be incurred in conducting the two Phase 3 clinical trials of iclaprim for the treatment of ABSSSI, including the completion of the REVIVE-1 trial; and

· the remainder for working capital, general and administrative expenses, research and development expenses, and other general corporate purposes.

While the Board believes that, along with the Company's existing cash and cash equivalents, the net proceeds of the Fundraising will provide sufficient capital to enable the Company to complete the REVIVE-1 trial, the Company will require additional funds to complete the REVIVE-2 trial and plans to raise the additional capital through public or private financings and/or other partnering opportunities.

Placing Agreement

On 18 November 2016, the Company entered into the Placing Agreement with Zeus Capital and Northland Capital Partners pursuant to which Zeus Capital and Northland Capital Partners have agreed to use reasonable endeavours to place the new Ordinary Shares proposed to be issued pursuant to the European Placing at the placing price. Under the Placing Agreement, the Company has given Zeus Capital and Northland Capital Partners customary warranties and indemnities. Zeus Capital and Northland Capital Partners also have customary termination rights in certain circumstances, including, inter alia, where there is a material breach of any of the warranties or for force majeure.

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.