Clarification Statement
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE.
30 July 2026
BRAVE BISON GROUP PLC
("BRAVE BISON")
CLARIFICATION STATEMENT
Brave Bison has this morning announced (the "Announcement") a firm offer to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison (the "Offer").
The Announcement contained a statement that Brave Bison, together with its advisers, has consulted System1 Shareholders representing approximately 14 per cent. of System1's issued share capital. Brave Bison has been asked by the Takeover Panel to clarify that this statement should not be read as stating, inferring or suggesting that any shareholders are supportive of the Offer. Brave Bison has not sought nor received any letters of support in respect of the Offer.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Announcement.
Enquiries:
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Brave Bison Group plc |
via Cavendish |
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Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Philippa Norridge, Chief Financial Officer
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Cavendish Capital Markets Limited |
+44 (0) 20 7220 0500 |
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Ben Jeynes
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The person responsible for arranging the release of this announcement on behalf of Brave Bison is Theo Green, Chief Growth Officer.
The LEI of Brave Bison is 213800BEII7EWIN8X308 and the LEI of System1 is 213800TDLR42C3Q9ZB74.
IMPORTANT NOTICES
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the terms of the Offer Document or, if Brave Bison elects to switch to a Scheme, the Scheme Document which will contain the full terms and conditions of the Offer, including details of how to accept the Offer and make elections under the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document or Scheme Document (as appropriate).
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The availability of the Offer to System1 Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the United Kingdom to execute Form(s) of Acceptance or the Form of Election in connection with the Offer; and persons who are not resident in the United Kingdom to receive New Brave Bison Shares in part consideration pursuant to terms of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document).
Unless otherwise determined by Brave Bison or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The New Brave Bison Shares to be issued pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or any other Restricted Jurisdiction. Accordingly, the New Brave Bison Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, or any other Restricted Jurisdiction nor to any person located in a Restricted Jurisdiction or Restricted Overseas Person, absent registration or an available exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws (in the case of the United States) and any applicable requirements of any other such jurisdiction.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from an appropriately authorised independent financial adviser.
Additional information for U.S. investors
The Offer is proposed to be implemented by way of a takeover offer under English law and subject to the Takeover Code. If Brave Bison determines to extend the Offer in the United States, the Offer will be made in compliance with all applicable laws and regulations of the United Kingdom and the United States, including, without limitation, the U.S. Securities Act, Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act, and any applicable exemptions thereunder. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law.
Financial information relating to System1 included in this announcement and the Offer Document or Scheme Document (as appropriate) has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (if applicable), Brave Bison, its affiliates, their advisers and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of System1 outside the United States, other than pursuant to the Offer, during the period in which the Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be available to all investors (including U.S. investors) via a Regulatory Information Service and shall also be available on the London Stock Exchange website at www.londonstockexchange.com.
If Brave Bison were to elect to implement the Offer by way of a court-sanctioned scheme of arrangement under the laws of England and Wales, such Scheme would not be subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Act. Accordingly, the Scheme would be subject to the disclosure and procedural requirements applicable in the United Kingdom to court-sanctioned schemes of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available at https://bravebison.com/investors/?tab=possible-offer-for-system1, by no later than 12 noon on the Business Day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Takeover Code, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG Corporate Markets helpline on 0371 664 0300. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales or via email at shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and monitored for security and training purposes. Please note that MUFG Corporate Markets cannot provide financial, tax, investment or legal advice.
For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, as at the close of business on 29 July 2026 (being the Business Day prior to the date of this announcement), Brave Bison had in issue 116,319,751 Brave Bison Shares, which are admitted to trading on AIM. The International Securities Identification Number (ISIN) of the Brave Bison Shares is GB00BSLKLP68.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
Other Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one (1) per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one (1) per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Disclaimers
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to Brave Bison and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Brave Bison or the matters described in this document. To the fullest extent permitted by applicable law, Brave Bison and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
Forward-Looking Statements
This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Brave Bison and/or System1 and certain plans and objectives of Brave Bison and/or System1 with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Brave Bison in the light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Brave Bison does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
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