Increased Fourth Offer for System1 Group plc
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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER OR THE NEW BRAVE BISON SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE ORIGINAL OFFER DOCUMENT AS AMENDED BY THE INCREASED OFFER DOCUMENT (WHEN PUBLISHED).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
13 September 2026
INCREASED FOURTH OFFER
by
BRAVE BISON GROUP PLC
(“BRAVE BISON”)
for
SYSTEM1 GROUP PLC
(“SYSTEM1”)
to create AIM's challenger marketing data
and technology company
Fourth and increased offer with an implied value of 360 pence per System1 share based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026
Equivalent value of £47.5 million, or 11.3x FY27E System1 adjusted
operating profit consensus market expectations at 21 April 2026
Premium of 82% to the undisturbed System1 share price of 198 pence per System1 Share on 27 February 2026 immediately prior to Brave Bison’s strategic investment
LOIs received in respect of 11 per cent.
Brave Bison owned shares and LOIs for Fourth Offer
represent 38.9 per cent. of System1’s issued share capital
1. System1 Trading Update and Response
System1 reconfirms expected 5% year on year revenue growth in FY27
Brave Bison notes the publication by System1 on 10 September 2026 of its five-month FY27 trading update (the "5M Trading Update") and accompanying response to Brave Bison's firm offer.
In the 5M Trading Update, System1 repeated a profit forecast in respect of certain existing consensus market expectations for FY27. Those expectations comprise revenue of £38.8 million and adjusted profit before tax of £4.2 million and were originally published by System1 on 21 April 2026 and subsequently repeated in its annual results announcement on 8 July 2026 as it was required to do in accordance with the Takeover Code (“FY27E”). A summary table, including FY27E revenue and adjusted profit before tax together with additional consensus forecast estimates published as at 21 April 2026, is set out below.
|
|
FY27E* £m |
FY-Mar-26** £m |
Var. FY27 |
FY-Mar-25*** £m |
Var. FY27 |
|
Revenue |
38.8 |
37.0 |
5% |
37.4 |
4% |
|
Adj. EBITDA |
5.8 |
3.7 |
57% |
6.6 |
(12%) |
|
Adj. PBT |
4.2 |
2.2 |
91% |
5.2 |
(19%) |
|
Adj. PAT |
2.9 |
1.4 |
107% |
4.4 |
(34%) |
|
Net Cash |
14.3 |
12.4 |
15% |
12.9 |
11% |
__
*Source: arithmetic mean of FY27E consensus forecasts published in respect of System1 as at 21 April 2026, the underlying data for which is set out at Appendix 3 to this announcement
**Source: System1 audited annual report and accounts for the year ended 31 March 2026
***Source: System1 audited annual report and accounts for the year ended 31 March 2025
While Brave Bison welcomes the continued progress reported by System1, shareholders should note that those expectations imply revenue growth of only 5 per cent. compared with FY26 and only 4 per cent. compared with FY25 over a two-year period. Expected FY27 adjusted profit before tax of £4.2 million remains materially below the £5.2 million achieved in FY25 despite revenues being expected to return to broadly comparable levels.
Brave Bison further notes that consensus market expectations as at 21 April 2026 included adjusted profit after tax of only £2.9 million, some 34 per cent. below the £4.4 million reported in FY25.
2. Increased, Fourth Offer
Following publication of the System1 5M Trading Update, Brave Bison announces the terms of the following increased, fourth offer under which System1 Shareholders will be entitled to receive:
135 pence in cash
and
2.394 new Brave Bison shares
(the “Fourth Offer”)
Based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period), the Fourth Offer implies a total value of 360 pence for each System1 Share, representing a premium of:
- 82 per cent. to the undisturbed Closing Price of 198 pence per System1 Share on 27 February 2026 (being the last Business Day immediately prior to the announcement of Brave Bison's Strategic Investment);
- 49 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share on 2 March 2026 as part of its Strategic Investment;
- 21 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and
- 10 per cent. to 327 pence, being the value of the Third Offer announced on 30 July 2026.
The Fourth Offer implies a total value for the entire issued, and expected to be issued, share capital of System1 at £47.5 million based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period).
The Fourth Offer is equivalent to 11.3x of consensus market expectations at 21 April 2026 for System1's FY27E adjusted Operating Profit of £4.2 million.
Subject to full acceptance of the Fourth Offer, following completion, System1 Shareholders would hold approximately 16.6 per cent. of Brave Bison’s ordinary issued share capital.
On 30 July 2026, Brave Bison announced a firm offer to acquire the c.72 per cent. of System1’s issued and to be issued share capital not already owned by Brave Bison, with an implied value of 327 pence per System1 share at the date of that announcement (the “Third Offer”).
The Third Offer was made following two prior non-binding proposals made by Brave Bison to System1 on 8 June 2026 and 10 July 2026, so this Fourth Offer represents a third increase to the offer price that Brave Bison has proposed to the System1 Board.
Except as otherwise stated in this announcement, the terms and conditions of the Offer (being the offer made by Brave Bison to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison as set out in the offer document published on 27 August 2026 (the “Original Offer Document”) as amended by this announcement (“Offer”)) remain unchanged from those set out in the Original Offer Document.
The Alternative Offer, described in the Original Offer Document, is unchanged and remains open for acceptance in the manner described in the Original Offer Document.
3. Letters of Intent and Acceptance Condition
Brave Bison owns 3,534,010 System1 Shares, representing 27.85 per cent. of the System1’s issued share capital.
Brave Bison has in addition received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Fourth Offer in respect of, in aggregate, 1,388,891 System1 Shares, representing approximately 10.95 per cent. of System1’s issued share capital:
- Stefan Barden (being a former CEO and director of System1) and members of the Barden Family in respect of 644,009 System1 Shares;
- Heritage Capital Management Limited and Heritage Fund Managers Limited in respect of 327,692 System1 Shares;
- Alex Batchelor in respect of 63,096 System1 Shares;
- Sarah Kearon in respect of 339,629 System1 Shares; and
- Heather Kearon in respect of 14,465 System1 Shares.
Brave Bison already either owns, or has received letters of intent to accept the Fourth Offer in respect of, in aggregate 4,922,901 System1 Shares representing approximately 38.9 per cent. of System1's issued share capital.
The Fourth Offer remains conditional on, among other things, a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1. Further details of these letters of intent are set out in Appendix 1 to this announcement.
4. Alternative Offer
As a result of the acquisition by Brave Bison of interests in shares in System1 in exchange for the issue of new Brave Bison Shares within the 12 months prior to the commencement of the Offer Period which amounts to in aggregate more than 10 per cent. of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Takeover Code (and Notes 1 and 2 thereon), as an alternative to the Fourth Offer, Brave Bison was required to make an offer wholly in Brave Bison shares to eligible System1 Shareholders at a ratio of 3.36 New Brave Bison Shares for each System1 Share held (being the terms on which the relevant acquisition was made). System1 Shareholders will receive the Fourth Offer unless an election is made to receive the Alternative Offer.
Subject to full acceptance of the Alternative Offer, following completion, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison’s ordinary issued share capital.
5. Brave Bison Current Trading
On 26 August 2026, Brave Bison announced its unaudited interim results for the six-month period ending 30 June 2026.
H1 FY26 Financial Highlights
|
Unaudited |
H1 2026 |
H1 2025 |
Change |
FY25 |
|
Net Revenue |
£23.9m |
£12.0m |
+98% |
£34.1m |
|
Adj. EBITDA (1) |
£4.5m |
£2.3m |
+98% |
£6.8m |
|
Adj. EBITDA Margin |
19% |
19% |
+0bps |
20% |
|
Adj. Profit Before Tax (2) |
£4.1m |
£1.9m |
+120% |
£5.6m |
|
Adj. Basic EPS (3) |
3.7p |
2.9p |
+31% |
6.9p |
|
Profit Before Tax |
£2.1m |
£0.1m |
n.m |
£0.7m |
|
Net Cash excl. Lease Liabilities |
£4.7m |
£3.9m |
+21% |
£4.3m |
- Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments.
- Adj. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.
- Adj. Profit After Tax divided by the weighted average number of ordinary shares in issue. Pursuant to a share consolidation approved by Brave Bison shareholders on 14 July 2025, the Company’s issued ordinary share capital was consolidated on a 20 for 1 basis on 15 July 2025.
6. Delisting and re-registration
Following the Offer becoming or being declared unconditional, subject to any applicable requirements of AIM, System1 Shareholders are notified that if Brave Bison receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights carried by the System1 Shares (including System1 Shares it already owns), Brave Bison intends to procure that System1 will make an application to cancel the admission to trading of all System1 Shares on AIM and to re-register System1 as a private limited company under the relevant provision of the Companies Act 2006.
It is anticipated that such cancellation of admission to trading will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional, subject to compliance with applicable requirements of the AIM Rules.
The cancellation of admission to trading on AIM and the re-registration would significantly reduce the liquidity and marketability of any System1 Shares not assented to the Offer. Any remaining System1 Shareholders would become minority shareholders in a private limited company controlled by Brave Bison, and there can be no certainty that such System1 Shareholders will again be offered an opportunity to sell their System1 Shares on terms which are equivalent or comparable to those under the Offer.
7. Financing of the Fourth Offer
The cash consideration payable to the System1 Shareholders by Brave Bison under the Fourth Offer will be financed by way of the Facilities Agreement.
Cavendish, in its capacity as financial adviser to Brave Bison, is satisfied that sufficient resources are available to Brave Bison to satisfy in full the cash consideration payable to System1 Shareholders pursuant to the Fourth Offer.
Further details in respect of the Facilities Agreement are included in the Original Offer Document.
8. Publication of the Increased Offer Document
An offer document containing details of the terms of the Fourth Offer (the “Increased Offer Document”), together with an updated Form of Acceptance and Election (the “Second Form of Acceptance and Election”) will be published shortly and posted to System1 Shareholders.
Participants in the System1 Share Schemes will be contacted regarding the effect of the Offer on their rights under such schemes or options and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in separate letters to be sent to participants in the System1 Share Schemes.
Valid acceptances of the Cash and Share Offer or the Alternative Offer made to date pursuant to the Original Offer Document shall be deemed to be acceptances of the Offer in accordance with paragraph 4 of Part D of Part 2 to the Original Offer Document. Therefore System1 Shareholders who have already validly accepted (and not validly withdrawn) the Cash and Share Offer or the Alternative Offer pursuant to the Original Offer Document are not required to take any further action in respect of the Offer.
9. General
This announcement should be read in conjunction with the full text of the firm offer announcement dated 30 July 2026 and the Original Offer Document, copies of which are available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.
Cavendish has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.
Defined terms used but not defined in this announcement have the meanings given in the Original Offer Document unless the context requires otherwise.
Enquiries:
|
Brave Bison Group plc |
via Cavendish |
|
Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Philippa Norridge, Chief Financial Officer
|
|
|
Cavendish Capital Markets Limited and Joint Broker) |
+44 (0) 20 7220 0500 |
|
Ben Jeynes Henrik Persson Edward Whiley |
|
Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.
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.
The LEI of System1 is 213800TDLR42C3Q9ZB74.
IMPORTANT NOTICES
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 announcement. 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.
No prospectus
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.
The release, publication or distribution of this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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.
This announcement does not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. In particular, this announcement does not constitute an offer of securities to the public in the United States.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside England.
The availability of the Offer to System1 Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any such person should read paragraph 14 of Part 1 of the Original Offer Document, paragraph 7 of Part D to Part 2 of the Original Offer Document and: (i) if such person holds System1 Shares in certificated form, Part E to Part 2 of the Original Offer Document; or (ii) if such person holds System1 Shares in uncertificated form, Part F to Part 2 of the Original Offer Document, and in each case inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Second Form of Acceptance and Election (or, if already executed and delivered, the Form of Acceptance and 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 the 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 combination disclaim any responsibility or liability for the violation of such restrictions by any person.
The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States or, unless determined otherwise by Brave Bison, any other Restricted Jurisdiction, and will not be capable of acceptance by any such use, means or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, copies of this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise distributed, forwarded, transmitted or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise distribute, forward, transmit or send any such documents in or into or from the United States or any other Restricted Jurisdiction. Doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, agents, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a legal or contractual obligation to, forward this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any jurisdiction, seek appropriate advice and read paragraph 14 of the letter from Brave Bison set out in Part 1 of the Original Offer Document and paragraph 7 of Part D to Part 2 to the Original Offer Document before doing so.
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 or to, or for the account or benefit of, any U.S. Person 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 Restricted Jurisdiction. The New Brave Bison Shares are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S.
Notices relating to the United States
Brave Bison is not extending the Offer into the United States. No document relating to the Offer will be posted into the United States.
Neither this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes a public offer of securities for sale in the United States or a public offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national, state or other securities exchange of, the United States.
Neither this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes an offer of the New Brave Bison Shares to any person with a registered address, or who is resident or located, in the United States or is otherwise a U.S. Person. The New Brave Bison Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Brave Bison Shares are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S. System1 Shareholders will be required to acknowledge, warrant, and represent to Brave Bison, together with such other representations that Brave Bison may require in its sole discretion, that it is not a person with a registered address, or resident or located, in the United States or otherwise a U.S. Person to participate in the Offer. Brave Bison will refuse to issue or transfer New Brave Bison Shares to investors that do not meet the foregoing requirements.
Any person with a registered address, or resident or located, in the United States or is otherwise a U.S. Person will receive, in lieu of New Brave Bison Shares to which they would otherwise be entitled, the net cash proceeds (in sterling) from the sale of such New Brave Bison Shares, as more fully described in paragraph 16(C) of Part 1 to the Original Offer Document.
The receipt of consideration pursuant to the Offer by a System1 Shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each System1 Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
US investors should closely read paragraph 14 of Part 1, as well as paragraph 7 of Part D to Part 2 of the Original Offer Document, for further details.
Brave Bison reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act 2006. A scheme of arrangement is not subject to the tender offer rules under the U.S. Exchange Act and therefore would be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If the Offer is implemented by way of a scheme of arrangement, the New Brave Bison Shares would be expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court would hold a hearing on the Scheme’s fairness to System1 Shareholders, at which hearing all such shareholders would be entitled to attend in person or through counsel. If the Offer is implemented by way of the Scheme, a person who receives New Brave Bison Shares pursuant to the Scheme and who is an affiliate of Brave Bison may not resell such securities without registration under the U.S. Securities Act or pursuant to the applicable resale provisions of Rule 144 under the U.S. Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the U.S. Securities Act). Whether a person is an affiliate of a company for the purposes of the U.S. Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe that they may be affiliates of Brave Bison should consult their own legal advisers prior to any sale of securities received pursuant to the Scheme.
It may be difficult for shareholders in the United States to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since Brave Bison and System1 are located outside the United States, and their officers and most of their directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with the Takeover Code and normal U.K. practice, Brave Bison or its affiliates or agents may make purchases of, or make arrangements to purchase, shares of System1 outside the United States otherwise than under the Offer.
Neither the SEC nor any US state securities commission has approved or disapproved the Fourth Offer or the Alternative Offer, or passed upon the adequacy or completeness of the Original Offer Document or the Increased Offer Document. Any representation to the contrary is a criminal offence.
Publication on Brave Bison website
In accordance with Rule 26 of the Takeover Code, a copy of this announcement and the letters of intent described in this announcement will, subject to certain restrictions relating to persons in the United States or any other Restricted Jurisdictions, be available at https://bravebison.com/investors/?tab=offer-for-system1 . The content of this website is not incorporated into and does not form part of the Offer.
Other Disclosure Requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period. 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 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.
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).
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 Takeover 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.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.
No Profit Forecasts
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement) contains 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 and the Brave Bison Board 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 announcement 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 announcement. 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.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Takeover Code, subject to certain restrictions relating to the United States or any other Restricted Jurisdiction, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG’s helpline on 0371 664 0321 or via email at shareholderenquiries@cm.mpms.mufg.com. Lines are open between 09.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. 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 cannot provide financial, tax, investment or legal advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by System1 Shareholders and other relevant persons for the receipt of communications by System1 may be provided to Brave Bison during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11 of the Takeover Code.
APPENDIX 1
LETTERS OF INTENT
The following System1 Shareholders have given a letter of intent to accept or procure acceptance of the Fourth Offer:
|
Name |
Number of System1 Shares |
Percentage of the issued System1 Shares (%) |
|
Stefan Barden(1) |
463,540 |
3.65 |
|
Liam Barden |
32,834 |
0.26 |
|
Ennia Barden |
33,417 |
0.26 |
|
Danny Barden |
47,080 |
0.37 |
|
Mark Barden |
17,138 |
0.14 |
|
Dennis Barden |
50,000 |
0.39 |
|
Alex Batchelor |
63,096 |
0.50 |
|
Sarah Kearon |
339,629 |
2.68 |
|
Heather Kearon |
14,465 |
0.11 |
|
Heritage Capital Management Limited and Heritage Fund Managers Limited |
327,692 |
2.58 |
__
(1) Includes 50,089 System1 Shares held by Stefan Barden’s wife, Sandra Barden.
Copies of these letters of intent are available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1
APPENDIX 2
BASES AND SOURCES IN RESPECT OF BRAVE BISON
In this announcement:
1. As at the close of business on 11 September 2026, being the last Business Day prior to this announcement:
1.1 System1 has in issue 13,226,773 System1 Shares, of which 537,700 System1 Shares are held in treasury (based on publicly available information); and
1.2 Brave Bison had in issue 116,319,751 Brave Bison Shares.
2. The value of the existing issued and to be issued share capital pursuant to the Offer is based upon the issued share capital of System1 as at 11 September 2026 (being the last Business Day prior to this announcement), being 13,183,963 ordinary shares of £0.01 each.
3. The expected to be fully diluted share capital of System1 (being 13,183,963 System1 Shares) is calculated on the basis of:
3.1 the number of issued System1 Shares referred to in paragraph 1.1 above (excluding the System1 Shares held in treasury); and
3.2 the Brave Bison expectation that 494,890 System1 Shares may be issued on or after the date of this announcement on the exercise of options or vesting of awards granted or agreed to be granted under the System1 Share Schemes due to vest (i) during the Offer Period and (ii) as a result of the Offer (based on publicly available information).[1]
4. Unless otherwise stated, all prices and Closing Prices for System1 Shares or Brave Bison Shares are closing middle market quotations derived from Bloomberg.
5. Unless otherwise stated, all volume weighted average share price data is derived from Bloomberg.
6. The minimum and maximum percentage of the share capital of the Enlarged Group that System1 Shareholders will own following the Offer becoming Effective is calculated on the basis of:
6.1 the issued share capital of Brave Bison referred to in paragraph 1.2 above;
6.2 the 32,423,843 New Brave Bison Shares that System1 Shareholders will receive under the terms of the Alternative Offer, based on the fully diluted share capital of System1 referred to in paragraph 3 above, less the 3,534,010 System1 Shares already owned by Brave Bison and assuming the Alternative Offer is elected for by all System1 Shareholders; and
6.3 the 23,101,988 New Brave Bison Shares that System1 Shareholders will receive under the terms of the Cash and Share Offer, based on the fully diluted share capital of System1 referred to in paragraph 3 above and assuming the Cash and Share Offer is elected for by all System1 Shareholders.
7. For the purposes of this announcement, it has been assumed that Brave Bison has 116,319,751 ordinary shares of 2 pence each in issue, with a closing mid-market price of 90.5 pence per ordinary share on 10 July 2026 and a closing mid-market price of 86.0 pence per ordinary share on 11 September 2026 (being the last Business Day prior to this announcement). The “blended average purchase price” referred to herein refers to the weighted mean average price paid by Brave Bison per System1 shares in cash and share transactions in acquiring its Strategic Investment in System1 ordinary shares in March 2026, based on a Brave Bison share price of 74 pence per share.
8. Platform net revenues are assumed to be £30.9 million for System1 (FY26A), and £16 million for Brave Bison (annualised H2 FY25A[2]).
9. Consensus market expectations of System1 FY27E adjusted operating profit at 21 April 2026 were £4.2 million. This equates to a 11.3x multiple based on the Fourth Offer value for the issued and expected to be issued ordinary share capital of System1 of £47.5 million.
10. Certain figures contained in this announcement have been subject to rounding adjustments.
APPENDIX 3
FY27E CONSENSUS IN RESPECT OF SYSTEM1
At 21 April 2026 Canaccord Genuity Limited and Singer Capital Market Limited published forecasts in respect of System1.
Canaccord Genuity Limited are acting as financial adviser, Rule 3 adviser, nominated adviser and broker to System1 and Singer Capital Markets Limited are joint brokers to both System1 and to Brave Bison. The Takeover Panel has confirmed that notwithstanding the fact that both Canaccord Genuity Limited and Singer Capital Markets Limited are connected advisers to parties to the Offer, their consensus at 21 April 2026 can be included in this announcement.
|
|
FY27E
(Arithemetic mean of consensus at 21 April 2026)
£m |
High estimate
(Canaccord Genuity Limited at 21 April 2026)
£m |
Low estimate
(Singer Capital Markets Limited at 17 March 2026)
£m |
|
Revenue |
38.8 |
39.1 |
38.5 |
|
Adj. EBITDA |
5.8 |
6.0 |
5.5 |
|
Adj. Operating Profit |
4.2 |
4.5 |
3.9 |
|
Adj. PBT |
4.2 |
4.5 |
3.9 |
|
Adj. PAT |
2.9 |
2.7 |
2.9 |
|
Net Cash |
14.3 |
14.4 |
14.2 |
These high and low estimates in respect of System1 consensus market expectations for FY27E as at 21 April 2026 have been compiled and published by Brave Bison in accordance with Rule 27.8 of the Takeover Code. A copy of these consensus market expectations is also available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.
Reference to the consensus market expectations for FY27E as at 21 April 2026 in this announcement has been made without the agreement or approval of System1. In accordance with Rule 28.7(c)(v) of the Takeover Code, Brave Bison confirms that, save in respect of revenue and adjusted profit before tax, the consensus market expectations for FY27E as at 21 April 2026 are not endorsed by System1 and have not been reviewed or reported on in accordance with the requirements of Rule 28.1(a) of the Takeover Code.
[1] In the System1 2025 Annual Report, the System1 Board stated that there would be a maximum of 10% of the issued share capital of System1 to be granted pursuant to the 2025 LTIP. On this basis Brave Bison has assumed that awards representing the full 10% of the issued share capital of System1 has been granted.
[2] The Brave Bison H2 FY25A annualised platform net revenue figure has been calculated by reference to the Brave Bison management accounts for December 2025 with such figure multiplied by two to get to an annualised figure.
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