MTFB.L Regulatory News (MTFB)

Motif Bio plc

("Motif" or the "Company")

Update re proposed Reverse Takeover

Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell, provides a further update regarding the proposed reverse takeover pursuant to AIM Rule 14 ("Reverse Takeover") that was outlined in the Company's announcements of 5 January 2021 and 27 January 2021.

Motif continues to progress a Reverse Takeover under a heads of terms agreement with a UK-based ADC (Antibody-Drug Conjugate) discovery and development company (the "Target"), as a result of which, subject to, among other matters, the execution of a sale and purchase agreement, Motif would acquire the entire issued share capital of the Target (the "Proposed Transaction").

Motif will remain suspended from trading while the Proposed Transaction is negotiated and advanced, and the Company will provide shareholders with further updates as appropriate.

Many of the key work streams of the Proposed Transaction are now substantially complete. However, as a result of additional audit work which is required for the year ended 31 December 2020, marketing is now not expected to commence until the second half of April 2021. As such, should the Proposed Transaction proceed, it is expected that Motif will now publish the AIM Admission Document in late April or early May 2021.

At present there can be no assurances that Motif will be able to complete the Proposed Transaction and as a consequence the Company's admission to trading on AIM may be cancelled.

The person responsible for the release of this announcement on behalf of Motif is Jonathan Gold, President and Chief Business Officer.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

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Forward-Looking Statements

This announcement may contain forward looking statements. Words such as "expects", "anticipates", "may", "should", "would", "could", "will", "intends", "plans", "believes", "targets", "seeks", "estimates", "aims", "projects", "pipeline" and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate transactions and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence and changes in the legal or regulatory environment.