MTFB.L Regulatory News (MTFB)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

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")

18 November 2016

MOTIF BIO ANNOUNCES PRICING OF U.S. INITIAL PUBLIC OFFERING AND NASDAQ CAPITAL MARKET LISTING CONDITIONAL UPON A PROPOSED EUROPEAN PLACING TO RAISE US$25 MILLION

Motif Bio plc (AIM: MTFB), the clinical stage biopharmaceutical company specialising in developing novel antibiotics, announces the pricing of its underwritten 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.

The US Offering is conditional upon the placing of at least 20,000,000 Ordinary Shares together with 10,000,000 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"). The Company has received indications of interest from investors which would be sufficient to satisfy this condition. The European Placing will launch immediately following this announcement and a further announcement will be made to confirm its completion later today.

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") are, in aggregate but excluding any over-allotment, expected to raise US$25m gross. 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 US Offering and European Placing is expected to occur on or about 23 November 2016, subject to customary closing conditions.

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.

Application is expected to be 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 up to 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.

Use of Proceeds

The net proceeds of the Fundraising are expected to be at least US$20.5 million. The Board believes that, along with the Company's existing cash and cash equivalents, this sum will provide sufficient capital 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

· 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.

Related Party Transaction

Invesco Asset Management Limited ("Invesco"), a substantial shareholder in the Company (as defined by the AIM Rules), has agreed to subscribe for 1,090,800 ADSs, together with ADS Warrants over 545,400 ADSs, at the public offering price. The participation of Invesco in the US Offering represents a related party transaction for the purposes of the AIM Rules.

The Directors, having consulted with the Company's Nominated Adviser, Zeus Capital, consider the terms of Invesco's participation in the US Offering to be fair and reasonable insofar as Shareholders are concerned.

Market Abuse Regulation

Market Soundings, as defined in the Market Abuse Regulation ("MAR"), were taken in respect of the Proposed Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to the Company and its securities.

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.

For further information, please contact:

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 hospitalised 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.