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 OFFER DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
30 July 2026
OFFER
by
BRAVE BISON GROUP PLC
("BRAVE BISON")
for
SYSTEM1 GROUP PLC
("SYSTEM1")
to create AIM's challenger marketing data
and technology company
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
The marketing technology landscape is undergoing rapid and fundamental change, and AI-native capabilities are fast becoming the price of entry in modern markets. Well-resourced competitors are moving quickly, and the businesses best placed to lead are those with the financial firepower, talent platform, and technical infrastructure to invest and to act decisively and at pace.
Given this opportunity, Brave Bison is pleased to announce the terms of an improved, revised proposal to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison (the "Offer").
Brave Bison has been attending System1 board meetings since April 2026, and strongly believes that a combined business would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.
The Offer implies a total value of £43.1 million for System1, or 327 pence per System1 Share, and is equivalent to 20.4x the Operating Profit generated by System1 in the System 1 FY26A.
The Offer would create AIM's challenger marketing data and technology company with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro-forma basis. This pro-forma does not include cost savings derived from duplicate board, plc, property and IT costs which have the potential to increase profitability further.
The Offer is made following the Possible Offer Announcement made on 10 July 2026, pursuant to which Brave Bison, together with its advisers, has consulted System1 Shareholders representing approximately 14 per cent. of System1's issued share capital. Taken together with Brave Bison's existing shareholding of approximately 28 per cent., this represents in aggregate approximately 42 per cent. of System1's issued share capital.
The Offer will be effected by means of a takeover offer with a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1.
The Offer is fully funded by way of a senior facility agreement that has been entered into and no equity fundraising is required to implement the transaction.
Background to the Offer
Brave Bison is System1's largest shareholder with a 28 per cent. strategic investment. Brave Bison acquired its shareholding on 2 March 2026 in a transaction that resulted in John Kearon, the founder of System1, acquiring an 8 per cent. shareholding in Brave Bison.
The Strategic Investment saw Brave Bison acquire 2,905,899 System1 shares at an implied value of 249 pence per share via a share exchange with John Kearon, and 628,111 System1 shares for 210 pence per share in cash from an institutional shareholder. The blended average purchase price for Brave Bison's Strategic Investment in System1 was 242 pence per share, a premium of 22 per cent. to the mid-market Closing Price of 198 pence per share on 27 February 2026 (being the last Business Day immediately prior to Brave Bison's Strategic Investment in System1), and a discount of 26 per cent. to the implied value of the Offer.
Pursuant to the Strategic Investment, Brave Bison was provided with System1 board observer status and subsequently concluded that a combination between Brave Bison and System1 was in the best interests of the shareholders, clients and employees of both companies.
This determination was made considering that the Enlarged Group would benefit from:
· Greater scale: creation of AIM's challenger marketing data and technology company, with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro forma basis, with potential opportunities to increase profitability further through cost savings
· High quality diversified revenues: 58 per cent. of pro-forma net revenues derived from high-margin, scalable platform solutions, diversified across the UK, EU and US with over 700 customers and limited concentration risk
· Improved competitive positioning: AI-native capabilities are becoming the price of entry in marketing technology; the combined scale, capital, and talent base would enable decisive investment to compete against well-resourced rivals
· Growth acceleration: combined financial firepower and infrastructure would accelerate product development and support attracting/retaining world-class talent
· Index and liquidity benefits: likely inclusion in the AIM 100 Index, broader institutional investor interest, and improved share liquidity for both companies' shareholders
Prior to the Offer, Brave Bison submitted two proposals to acquire the 72 per cent. of System1 not already owned by Brave Bison. The first, made on 8 June 2026, was an all-share proposal valued at 297 pence per System1 share, and the second, made on 10 July 2026, was a cash-and-shares proposal valued at 327 pence per System1 Share, a 10 per cent. increase compared to the first proposal.
The board of System1 considered that it was unable to recommend the two prior proposals to its shareholders. However, the board of System1 has engaged constructively with both proposals and, in doing so, has provided Brave Bison with access to focused due diligence to enable Brave Bison to make successive, improved proposals.
Further to discussions with System1's financial adviser, Brave Bison expects that an aggregate of 494,890 ordinary shares, with a value of £1.6 million at the Offer Price, may be issued by System1 as part of the Offer due to the accelerated vesting of a management 2025 LTIP. This guidance implies that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over these awards, including a minimum share price of 635 pence per System1 share.
Summary of the Offer terms
Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Election, System1 Shareholders will be entitled to receive:
135 pence in cash
and
2.04 new Brave Bison shares
(the "Cash and Share 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 Cash and Share Offer implies a total value of 327 pence for each System1 Share and values System1's entire issued and expected to be issued ordinary share capital at approximately £43.1 million, representing:
· a premium of 65 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);
· a premium of 35 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share in relation to the Strategic Investment;
· a premium of 10 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and
· a premium of 7 per cent. to the Closing Price of 305 pence per System1 Share on 10 July 2026 (being the last Business Day before the commencement of the offer period).
The Cash and Shares Offer value of approximately £43.1 million is equivalent to 20.4x of System1's FY26A Operating Profit of £2.11 million.
In the months following Brave Bison's Strategic Investment the share price of System1 increased by 54 per cent. from 198 pence per share to 305 pence per share on 10 July 2026 (being the last Business Day before the commencement of the offer period).
Subject to full acceptance of the Cash and Share Offer, following completion of the Offer, System1 Shareholders would hold approximately 14.5 per cent. of Brave Bison's ordinary issued share capital.
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% of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Code (and Notes 1 and 2 thereon), as an alternative to the Cash and Shares Offer, Brave Bison is 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 Cash and Share Offer unless an election is made to receive the Alternative Offer.
For illustrative purposes, based on the Closing Price of 91.5 pence per Brave Bison Share on 29 July 2026 (being the last Business Day prior to this announcement) the Alternative Offer has a value of 307 pence for each System1 Share.
Subject to full acceptance of the Alternative Offer, following completion of the Offer, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison's ordinary issued share capital.
Benefits of the Offer
The marketing technology landscape is undergoing rapid and fundamental change. AI-native capabilities are fast becoming the price of entry in modern markets and well-resourced competitors are moving quickly. The businesses best placed to lead the transformation are those with the financial firepower, talent platform, and technical infrastructure to invest and to act decisively and at pace.
Together, Brave Bison and System1 would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.
The combination of System1 with Brave Bison would create AIM's challenger marketing data and technology company with net revenues of £79 million and adjusted EBITDA of approximately £14 million on a pro-forma basis.
The Enlarged Group would have a highly desirable revenue mix, with approximately 58 per cent. of its pro-forma net revenue derived from high-margin, low marginal cost, scalable platform solutions. Furthermore, the Enlarged Group's revenue would be diversified across the UK, European Union and United States of America, with over 700 customers, and limited customer concentration risk.
Following completion of the Offer, Brave Bison intends to restructure its operations around three operating divisions:
1. Marketing Effectiveness: comprising System1 together with future acquisitions of platforms and consulting businesses that help global chief marketing officers make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients of System1 include Ikea, Pfizer and Sky.
2. Marketing Excellence: comprising MiniMBA, the leading marketing skills platform for training global marketing departments. MiniMBA delivers practical, commercially-focused learning programmes to individual practitioners and enterprise clients, with an expanding international footprint including active US growth. Clients of MiniMBA include Nestle, Omnicom and BT.
3. Marketing Execution: comprising Brave Bison's agency activity across performance marketing, social media/influencer and insight services, serving global brands and sports/media rights holders. The division combines full-funnel digital execution with deep sector expertise in sport and entertainment, giving clients a single delivery partner across paid, organic, and audience-insight disciplines. Clients of Brave Bison's agency include New Balance, Primark and PGA Tour.
The board of Brave Bison believes that the Enlarged Group would be likely to gain inclusion in the AIM 100 Index, increasing its relevance to a broader universe of institutional investors and materially expanding its potential shareholder base. Furthermore, the increased size and scale of the Enlarged Group would likely increase the liquidity of the Enlarged Group's ordinary shares, further benefitting both companies' respective shareholders.
Structure and Level of Acceptances
It is intended that the Offer will be effected by means of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006.
The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the "Acceptance Condition").
The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement.
The Offer Document will include full details of the Offer and will also contain the expected timetable of the Offer and will specify the necessary actions to be taken by System1 Shareholders. It is expected that the Offer Document will be published in accordance with the timetable required by the Takeover Code as soon as reasonably practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document.
Application will be made to the London Stock Exchange for the New Brave Bison Shares to be admitted to trading on AIM, subject to the Offer becoming Effective.
Notices
This summary should be read in conjunction with the following full announcement and the Appendices. The Offer will be subject to the Acceptance Condition, the Admission Condition and other conditions set out in Appendix 1 and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains bases and sources of certain information contained in this announcement. Appendix 3 contains details of the Brave Bison FY26 Profit Forecast. Certain terms used in this announcement are defined in Appendix 4.
A copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Brave Bison's website at https://bravebison.com/investors/?tab=possible-offer-for-system1 while the Offer remains open for acceptance. For the avoidance of doubt, the contents of this website and of any other website accessible by hyperlinks on this website, are not incorporated by reference into, and do not form part of, this announcement.
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 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.
No profit forecasts or estimates
Other than the Brave Bison FY26 Profit Forecast set out in Appendix 3 of this announcement, no statement in this announcement is intended as a profit forecast, profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Brave Bison or System1 or the Enlarged Group for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Brave Bison or System1 or the Enlarged Group respectively.
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.
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 OFFER DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
30 July 2026
OFFER
by
BRAVE BISON GROUP PLC
("BRAVE BISON")
for
SYSTEM1 GROUP PLC
("SYSTEM1")
to create AIM's challenger marketing data
and technology company
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
1. Introduction
The marketing technology landscape is undergoing rapid and fundamental change, and AI-native capabilities are fast becoming the price of entry in modern markets. Well-resourced competitors are moving quickly, and the businesses best placed to lead are those with the financial firepower, talent platform, and technical infrastructure to invest and to act decisively and at pace.
Given this opportunity, Brave Bison is pleased to announce the terms of an improved, revised proposal to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison (the "Offer").
Brave Bison has been attending System1 board meetings since April 2026, and strongly believes that a combined business would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.
The Offer implies a total value of £43.1 million for System1, or 327 pence per System1 Share, and is equivalent to 20.4x the Operating Profit generated in the System 1 FY26A.
The Offer would create AIM's challenger marketing data and technology company with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro-forma basis. This pro-forma does not include cost savings derived from duplicate board, plc, property and IT costs which have the potential to increase profitability further.
The Offer is made following the Possible Offer Announcement made on 10 July 2026, pursuant to which Brave Bison, together with its advisers, has consulted System1 Shareholders representing approximately 14 per cent. of System1's issued share capital. Taken together with Brave Bison's existing shareholding of approximately 28 per cent., this represents in aggregate approximately 42 per cent. of System1's issued share capital.
The Offer will be effected by means of a takeover offer with a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1.
The Offer is fully funded by way of a senior facility agreement that has been entered into and no equity fundraising is required to implement the transaction.
2. Background to the Offer
Brave Bison is System1's largest shareholder with a 28 per cent. strategic investment. Brave Bison acquired its shareholding on 2 March 2026 in a transaction that resulted in John Kearon, the founder of System1, acquiring an 8 per cent. shareholding in Brave Bison.
The Strategic Investment saw Brave Bison acquire 2,905,899 System1 shares at an implied value of 249 pence per share via a share exchange with John Kearon, and 628,111 System1 shares for 210 pence per share in cash from an institutional shareholder.
The blended average purchase price for Brave Bison's Strategic Investment in System1 was 242 pence per share, a premium of 22 per cent. to the mid-market Closing Price of 198 pence per share on 27 February 2026 (being the last Business Day prior to Brave Bison's Strategic Investment in System1), and a discount of 26 per cent. to the implied value of the Offer.
Pursuant to the Strategic Investment, Brave Bison was provided with System1 board observer status and subsequently concluded that a combination between Brave Bison and System1 was in the best interests of the shareholders, clients and employees of both companies.
This determination was made considering that the Enlarged Group would benefit from:
· Greater scale: creation of AIM's challenger marketing data and technology company, with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro forma basis, with potential opportunities to increase profitability further through cost savings
· High quality diversified revenues: 58 per cent. of pro-forma net revenues derived from high-margin, scalable platform solutions, diversified across the UK, EU and US with over 700 customers and limited concentration risk
· Improved competitive positioning: AI-native capabilities are becoming the price of entry in marketing technology; the combined scale, capital, and talent base would enable decisive investment to compete against well-resourced rivals
· Growth acceleration: combined financial firepower and infrastructure would accelerate product development and support attracting/retaining world-class talent
· Index and liquidity benefits: likely inclusion in the AIM 100 Index, broader institutional investor interest, and improved share liquidity for both companies' shareholders
Prior to the Offer, Brave Bison submitted two proposals to acquire the 72 per cent. of System1 not already owned by Brave Bison. The first, made on 8 June 2026, was an all-share proposal valued at 297 pence per System1 share, and the second, made on 10 July 2026, was a cash-and-shares proposal valued at 327 pence per System1 Share, a 10 per cent. increase compared to the first proposal.
The board of System1 considered that it was unable to recommend the two prior proposals to its shareholders. However, the board of System1 has engaged constructively with both proposals and, in doing so, provided Brave Bison with access to focused due diligence to enable Brave Bison to make successive, improved proposals.
Further to discussions with System1's financial adviser, Brave Bison expects that an aggregate of 494,890 ordinary shares, with a value of £1.6 million at the Offer price, may be issued by System1 as part of the Offer due to the accelerated vesting of a management 2025 LTIP. This guidance implies that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over these awards, including a minimum share price of 635 pence per System1 share.
3. The Offer
The Offer
Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Election, System1 Shareholders will be entitled to receive:
135 pence in cash
and
2.04 new Brave Bison shares
(the "Cash and Share Offer")
Subject to full acceptance of the Cash and Share Offer, following completion of the Offer, System1 Shareholders would hold approximately 14.5 per cent. of Brave Bison's ordinary issued share capital.
Transaction Value
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 Cash and Share Offer implies a total value of 327 pence for each System1 Share and values System1's entire issued and expected to be issued ordinary share capital at approximately £43.1 million, representing:
· a premium of 65 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);
· a premium of 35 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share in relation to the Strategic Investment;
· a premium of 10 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and
· a premium of 7 per cent. to the Closing Price of 305 pence per System1 Share on 10 July 2026 (being the last Business Day before the commencement of the offer period).
The Cash and Shares Offer value of approximately £43.1 million is equivalent to 20.4x of System1's FY26A Operating Profit of £2.11 million.
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% of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Code (and Notes 1 and 2 thereon), as an alternative to the Cash and Shares Offer, Brave Bison is 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 Cash and Share Offer unless an election is made to receive the Alternative Offer.
For illustrative purposes, based on the Closing Price of 91.5 pence per Brave Bison Share on 29 July 2026 (being the last Business Day prior to this announcement) the Alternative Offer has a value of 307 pence for each System1 Share.
Subject to full acceptance of the Alternative Offer, following completion of the Offer, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison's ordinary issued share capital
Other terms of the Offer
System1 Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.
If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the System1 Shares, Brave Bison reserves the right to reduce the (i) Cash and Share Offer and (ii) Alternative Offer, by an amount up to the amount of such dividend and/or distribution and/or return of capital. If (but only to the extent that) Brave Bison exercises this right or makes such a reduction in respect of a dividend or other distribution, System1 Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Brave Bison of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer.
Subject to approval by System1 Shareholders at the System1 annual general meeting to be held on 25 September 2026, holders of System1 Shares on the relevant record date will be entitled to receive System1's final dividend of 6 pence per System1 Share due to be paid on or around 19 October 2026 in addition to the consideration that they receive pursuant to the Offer.
The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the "Acceptance Condition").
The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document.
It is expected that the Offer Document will be published in accordance with the timetable required by the Takeover Code as soon as reasonably practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document.
4. Benefits of the Offer
The marketing technology landscape is undergoing rapid and fundamental change. AI-native capabilities are fast becoming the price of entry in modern markets and well-resourced competitors are moving quickly. The businesses best placed to lead the transformation are those with the financial firepower, talent platform, and technical infrastructure to invest and to act decisively and at pace.
Together, Brave Bison and System1 would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.
The combination of System1 with Brave Bison would create AIM's challenger marketing data and technology company with net revenues of £79 million and adjusted EBITDA of approximately £14 million on a pro-forma basis.
The Enlarged Group would have a highly desirable revenue mix, with approximately 58 per cent. of its pro-forma net revenue derived from high-margin, low marginal cost, scalable platform solutions. Furthermore, the Enlarged Group's revenue would be diversified across the United Kingdom, European Union and United States of America, with over 700 customers, and limited customer concentration risk.
Following completion of the Offer, Brave Bison intends to restructure its operations around three operating divisions:
1. Marketing Effectiveness: comprising System1 together with future acquisitions of platforms and consulting businesses that help global chief marketing officers make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients of System1 include Ikea, Pfizer and Sky.
2. Marketing Excellence: comprising MiniMBA, the leading marketing skills platform for training global marketing departments. MiniMBA delivers practical, commercially-focused learning programmes to individual practitioners and enterprise clients, with an expanding international footprint including active US growth. Clients of MiniMBA include Nestle, Omnicom and BT.
3. Marketing Execution: comprising Brave Bison's agency activity across performance marketing, social media/influencer and insight services, serving global brands and sports/media rights holders. The division combines full-funnel digital execution with deep sector expertise in sport and entertainment, giving clients a single delivery partner across paid, organic, and audience-insight disciplines. Clients of Brave Bison's agency include New Balance, Primark and PGA Tour.
The board of Brave Bison believes that the Enlarged Group would be likely to gain inclusion in the AIM 100 Index, increasing its relevance to a broader universe of institutional investors and materially expanding its potential shareholder base. Furthermore, the increased size and scale of the Enlarged Group would likely increase the liquidity of the Enlarged Group's ordinary shares, further benefitting both companies' respective shareholders.
5. Governance, management, employees and locations
Brave Bison's strategic plans for System1
Brave Bison believes that a combination of System1 with its business has a strong underlying industrial logic and would create AIM's challenger marketing and data company.
Following completion of the Offer, Brave Bison intends to manage System1 as part of a new Marketing Effectiveness division within the Enlarged Group, with its own dedicated senior leadership team. Brave Bison intends that System1's centralised functions (including sales and marketing, IT and human resources) would continue to support the System1 business.
Brave Bison intends to integrate System1, as the platform for the Enlarged Group's new Marketing Effectiveness Division post completion of the Offer, into the wider Brave Bison Group so that it can, where appropriate or needed by the division, access and utilise additional support from Brave Bison's own such centralised functions.
Boards of System1 and Brave Bison and trading facilities
Brave Bison recognises the skills and experience of the System1 board and intends, subject to such person's consent of the same, that members of the System1 executive management will form part of the leadership team for the new Marketing Effectiveness division of the Enlarged Group, which would comprise System1 together with any relevant platform and consulting businesses that may be acquired in the future.
Brave Bison is confident that its existing board of directors has the appropriate experience, industry knowledge, commitments and governance systems to continue to operate effectively post completion of the Offer. Brave Bison has previously notified the System1 board that it would welcome their suggestion of a non-executive director for Brave Bison to consider to potentially join the Brave Bison Board but there can be no guarantee that a suitable candidate will be identified/proposed and/or that such person would agree to join the Brave Bison Board.
Following the Offer becoming or being declared unconditional, and if Brave Bison receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights exercisable in respect of the System1 Shares (including the System1 Shares it already owns), Brave Bison intends to procure that, subject always to the requirements of the AIM Rules, System1 will make an application to cancel the admission to trading of all System1 Shares from AIM ("Delisting"). Following Delisting, System1 would no longer require a board of its current size and structure, and Brave Bison would intend that the non-executive directors of System1 would resign as directors of System1 with effect from Delisting.
If Brave Bison does not acquire 75 per cent. or more of the voting rights exercisable in respect of the System1 Shares (including the System1 Shares it already owns) pursuant to the Offer but the Offer becomes or is declared Effective so that Brave Bison becomes a controlling shareholder of System1 but is not able to unilaterally effect the Delisting, Brave Bison intends to reduce the number of executive and non-executive directors of System1 whilst complying with its articles of association and all applicable rules and regulations.
Employees, management and pension schemes
Brave Bison attaches great importance and value to the skills, experience and commitment of the employees of System1 in the growth of their business and consequently expects that the existing management and employees of the System1 will remain key to the prospects of the Enlarged Group and will continue to contribute to its long-term success.
Brave Bison has been provided with limited due diligence information along with being granted access to System1's management team which has enabled Brave Bison to make the Offer. However, this information has not enabled Brave Bison to formulate its plans fully for the employees and management of the Enlarged Group following the Offer becoming Effective. Therefore, Brave Bison intends to conduct a review to establish the optimal employee structure for the Enlarged Group within 12 months following completion of the Offer.
Given the nature and size of both companies, Brave Bison believes that there will be certain duplicated and/or unrequired roles and functions in the head office of the Enlarged Group (for example in legal, company secretarial and other corporate functions), which will lead to the rationalisation of certain head office function roles and have a material impact on System1's headcount in these specific areas. Brave Bison intends for any individuals impacted to be treated in a manner consistent with Brave Bison's standards, culture and processes, and applicable law.
As stated above, post completion of the Offer, Brave Bison intends that System1's centralised functions (including sales and marketing, IT and human resources) would continue to support the System1 business.
As Brave Bison intends to establish System1 as the cornerstone of its new Marketing Effectiveness division, subject to the below, it does not intend there to be material (i.e. 5 per cent. or more) headcount reductions in the client-facing employee population who deliver on System1's client mandates.
Brave Bison understands that System1's executive management is currently implementing a strategy to reduce costs and simplify certain aspects of System1's employee population. Following the Offer being declared unconditional, Brave Bison intends to support System1 management in executing their ongoing strategy, including if and to the extent that this strategy results in material headcount reductions among any of these groups of employees.
Taking System1 management's existing cost reduction strategy into account, Brave Bison anticipates aggregate headcount reductions across the different functions are likely to be material in the context of the System1 Group.
Brave Bison confirms that the existing contractual and statutory employment rights, including pension rights, of all System1 and Brave Bison management and employees will be safeguarded in accordance with applicable law. Brave Bison does not intend to make any material change to the conditions of employment or to the balance of skills and functions of the management and employees of System1 or Brave Bison. System1 does not operate or contribute to any defined benefit pension schemes.
Management incentivisation arrangements
As noted above, Brave Bison attaches great importance to the skills, experience and commitment of the employees of System1. At this stage, Brave Bison has not entered into, and has not discussed, any form of incentivisation arrangements with members of System1's management. Brave Bison expects to put in place certain incentive arrangements for the management of System1 following completion of the Offer and for the retention of key employees, but the scope and terms of such incentive arrangements are not yet determined.
Locations of business, fixed assets, headquarters and research and development
Brave Bison intends to carry out a review of the Enlarged Group's property leases in the 12 months post completion of the Offer to ensure that it meets the Enlarged Group's needs on an ongoing basis. The intention through the lease review will be to consider whether it is practically possible for the Enlarged Group to continue to operate effectively but more efficiently across fewer premises. Brave Bison intends that the three proposed operating divisions of the Enlarged Business will remain headquartered in central London, regardless of the actions to be taken (if any) following the completion of the review.
Other than as referred to above, Brave Bison does not intend to make any material changes to System1's or Brave Bison's fixed assets, headquarters, headquarter functions or places of business.
To the extent that System1 has a research and development function, Brave Bison does not intend to change it.
No "post-offer undertakings"
No statements in this paragraph 5 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
6. Information on System1
System1 is a marketing decision-making platform business, utilised by some of the world's largest brands, across 81 markets globally. Since 2000, System1 has helped marketers tap into consumers' emotions to predict and improve the commercial impact of ads and ideas. Drawing on the world's largest database of emotional norms, System1's advertising and idea tests measure emotion to give its customers the most accurate predictions of the business impact of creativity. System1 'predicts' (provide research results) and works with its customers and 'improves' (provide insight and consultancy on those results) advertising effectiveness, innovation effectiveness and brand effectiveness.
7. Information on Brave Bison
Brave Bison is a media, marketing and technology partner for global brands. With operations across eight countries including the United Kingdom, United States of America, India, Australia and Egypt, Brave Bison supports customers with marketing consultancy, execution and training services via a connected, AI-enabled operating model.
Brave Bison operates through three divisions: Consultancy & Marketing Services ("C&M"), Marketing Training and Sport & Entertainment. The C&M division designs and deploys bespoke, insight-led and AI-enabled growth strategies for global brands and businesses including New Balance, Primark and Google via specialist agencies including SocialChain and MTM. The Sport & Entertainment division monetises content and scales communities for the biggest creators, teams and federations on the planet-from Real Madrid to the US Open. Finally, the Marketing Training division, MiniMBA, is an eLearning platform offering industry-leading MBA-level training in brand, marketing and business strategy for leading global enterprises such as Carlsberg, Nestlé and Salesforce.
Current trading
On 17 June 2026, Brave Bison published a statement ahead of Brave Bison's annual general meeting held on that same day ("AGM Statement"). In the AGM Statement, Brave Bison provided a forecast of its profit as follows:
"Net revenue for the half year period has increased by at least 92% to not less than £23 million, and adjusted EBITDA is in line with management expectations. Consistent with previous announcements, the Group's trading pattern remains weighted towards the second half of the year."
In accordance with Rule 28.1 of the Takeover Code, the Brave Bison Directors confirm that this forecast remains valid. The Brave Bison Directors also confirm that this forecast has been properly compiled on the basis of the assumptions set out in Appendix 3 to this announcement and that the basis of accounting used is consistent with the Brave Bison Group's accounting policies.
On 8 July 2026, Brave Bison published an update to the market based on its trading during the first half of FY26 which contained the following table and statement:
|
Unaudited Not-less-than Results |
|
H1 26 |
H1 25 |
% Chg. |
FY25 |
|
Net Revenue |
£m |
23.7 |
12.0 |
+97% |
34.1 |
|
Adj. EBITDA |
£m |
4.2 |
2.3 |
+87% |
6.8 |
|
Net Cash |
£m |
4.7 |
3.9 |
+22% |
4.3 |
…
· Profitability in the first half was in line with budget and Board expectations for the full year remain in line with previous guidance.".
Brave Bison anticipates that it will release its unaudited interim results for the six months ended 30 June 2026 during the course of August 2026.
8. Share Schemes
Participants in any share schemes of System1 will be contacted regarding the effect of the Offer on their rights under these schemes 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 share schemes.
9. Dividend Policy
The New Brave Bison Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the Brave Bison Shares in issue at the time the New Brave Bison Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Unconditional Date. Following completion of the Offer, the Enlarged Group intends to maintain its current capital allocation policy.
10. Financing of the Offer and Cash Confirmation
The cash consideration payable to the System1 Shareholders by Brave Bison under the Offer will be financed by way of a facility agreement entered into with Barclays Bank PLC which is in place as at the date of this announcement (the "Facility 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 Offer.
Further details in respect of the Facility Agreement will be included in the Offer Document.
11. Timetable and Conditions in relation to the Offer
It is expected that the Offer will be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act 2006 (although Brave Bison reserves the right to effect the Offer by way of a Scheme, subject to the consent of the Panel).
It is expected that the Offer Document, the Form of Election and the Form of Acceptance will be published in accordance with the timetable required by the Takeover Code as soon as practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document (other than to Restricted Overseas Persons).
System1 Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance and Form of Election in full when they are sent to them because they will contain important information.
The Offer will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document).
The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the "Acceptance Condition").
The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document.
Save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long-Stop Date if:
· sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied;
· the Admission Condition is not satisfied; or
· where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, if a Condition relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.
12. New Brave Bison Shares
The Brave Bison Shares are admitted to trading on AIM. An application will be made by Brave Bison for the New Brave Bison Shares to be admitted to trading on AIM, subject to the Offer becoming Effective.
The Offer is conditional upon, amongst other things, the London Stock Exchange having acknowledged to Brave Bison or its agent (and such acknowledgement not having been withdrawn) that the New Brave Bison Shares will be admitted to trading to AIM.
The New Brave Bison Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the Brave Bison Shares in issue at the time that the New Brave Bison Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Unconditional Date.
Fractional entitlements to New Brave Bison Shares will be aggregated and allotted and issued to a nominee appointed by Brave Bison as nominee for System1 Shareholders to whom such fractional entitlements apply, sold in the market and the net proceeds of sale will be distributed in due proportion to the System1 Shareholders entitled to them. However, individual fractional entitlements to amounts (net of expenses) not exceeding £5.00 will not be paid to persons who would otherwise be entitled to them under the Offer, but will be retained for the benefit of the Enlarged Group.
Subject to full acceptance of the Alternative Offer, up to 32,423,843 New Brave Bison Shares will be issued. This will result in Brave Bison's issued ordinary share capital increasing by approximately 28 per cent.. Subject to full acceptance of the Cash and Share Offer, up to 19,710,543 New Brave Bison Shares will be issued. This will result in Brave Bison's issued ordinary share capital increasing by approximately 17 per cent..
Therefore, if the Offer becomes Effective, Brave Bison Shareholders will suffer an immediate dilution as a result of the Offer following which they will hold between approximately 78 per cent. and 86 per cent. of the share capital of the Enlarged Group depending on elections made under the Offer. Consequently, each Brave Bison Shareholder will be diluted by between approximately 14 per cent. and 22 per cent..
13. Shareholdings
As announced on 3 March 2026 Brave Bison acquired, on 2 March 2026, the following:
· 628,111 System1 Shares for cash at a price of 210 pence per System1 Share; and
· 2,905,899 System1 Shares in exchange for 9,763,821 new Brave Bison Shares.
Brave Bison, therefore, is interested in 3,534,010 System1 Shares representing approximately 28 per cent. of the current issued share capital of System1 as at 29 July 2026 (being the last Business Day before the date of this announcement).
14. Disclosure of Interests
As detailed in paragraph 13 above, Brave Bison and its concert parties are together interested in 3,534,010 System1 Shares, representing approximately 28 per cent. of the System1 Shares in issue.
As at the date of this announcement, and other than as set out above in this section 14, neither Brave Bison, nor any of its directors, nor, so far as Brave Bison is aware, any person acting in concert (within the meaning of the Takeover Code) with Brave Bison:
· has any interest in or right to subscribe for or had borrowed or lent any System1 Shares or securities convertible or exchangeable into System1 Shares;
· has any short positions in respect of relevant securities of System1 (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;
· has borrowed or lent any relevant securities of System1 (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or
· is a party to any dealing arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Takeover Code in relation to the relevant securities of System1.
As a result of acquisitions by Brave Bison of interests in shares in System1 in exchange for the issue of Brave Bison Shares within the 12 months prior to the commencement of the offer period which amount to in aggregate more than 10 per cent. of the voting rights of System1, Brave Bison is, pursuant to Rule 11.2 of the Takeover Code (and Notes 1 & 2 thereon), and in addition to the Cash and Shares Offer obliged to ensure that any offer for System1 includes the Alternative Offer made wholly in Brave Bison Shares at a ratio of 3.36 New Brave Bison Shares for each System1 Share.
There is no separate obligation under Rule 11.1 of the Takeover Code (and Note 5 thereon) for Brave Bison to make an offer in cash as the new Brave Bison Shares issued by way of consideration for its acquisition of System1 Shares are subject to lock up arrangements which will apply until after the Offer has lapsed or any Offer consideration has been sent to accepting shareholders.
15. Compulsory offer, 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.
If the Offer becomes or is declared unconditional and Brave Bison has received acceptances of the Offer in respect of and/or otherwise acquires 90 per cent. (90%) or more in value of the System1 Shares to which the Offer relates, Brave Bison intends to exercise its rights pursuant to the statutory squeeze-out provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining System1 Shares in respect of which the Offer has not at such time been accepted.
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 privately controlled limited company, 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.
16. Documents available for inspection
Copies of the following documents are available, or will be made available promptly and by no later than 12 noon (London time) on the Business Day following this announcement, on https://bravebison.com/investors/?tab=possible-offer-for-system1, subject to certain restrictions relating to persons resident in Restricted Jurisdictions:
(a) this announcement;
(c) the Facility Agreement and related fee letters; and
(d) the consent letter from Cavendish.
For the avoidance of doubt, the contents of any website referred to in this announcement are not incorporated into and do not form part of this announcement.
17. General
It is intended that the Offer will be effected by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006. The purpose of the Offer is to provide for Brave Bison to become owner of the whole of the issued and to be issued share capital of System1.
Brave Bison reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Scheme as an alternative to the Offer. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer.
The Offer will be on the terms and subject to the satisfaction or, where applicable, waiver of the Conditions and certain further terms of the Offer set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document.
The Offer Document containing further information about the Offer, and the accompanying Form of Acceptance and Form of Election will be sent to System1 Shareholders and, for information only, to participants in the System1 Share Schemes (other than to Restricted Overseas Persons and persons resident in a Restricted Jurisdiction).
The bases and sources of certain information contained in this announcement are set out in Appendix 2. Appendix 3 contains details of the Brave Bison FY26 Profit Forecast. Certain terms used in this announcement are defined in Appendix 4.
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 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 United Kingdom 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 United Kingdom 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 United Kingdom, 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.
No profit forecasts or estimates
Other than the Brave Bison FY26 Profit Forecast set out in Appendix 3 of this announcement, no statement in this announcement is intended as a profit forecast, profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Brave Bison or System1 or the Enlarged Group for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Brave Bison or System1 or the Enlarged Group respectively.
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 (London time) 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.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
Part A
Conditions to the Offer
The Offer will be conditional upon:
Acceptance Condition
1. valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and where applicable, with the consent of the Panel), which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the "Acceptance Condition"). For the purposes of this Condition 1:
(i) System1 Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights that they will carry upon issue;
(ii) valid acceptances shall be deemed to have been received in respect of all System1 Shares which are treated for the purposes of Part 28 of the Companies Act 2006 as having been acquired or contracted to be acquired by Brave Bison, whether by virtue of acceptance of the Offer or otherwise;
(iii) the expression System1 Shares to which the Offer relates shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and
(iv) all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue excluding any and all shares held in treasury by System1 from time to time.
General Conditions
2. In addition, subject to the Conditions in Part B of this Appendix 1, the Offer will be conditional upon the following Conditions and, accordingly, the Offer will not become or be declared unconditional unless the following (as amended if appropriate) have been satisfied or, where relevant, waived:
Admission Condition
(i) either:
(A) the admission of the New Brave Bison Shares to be issued in connection with the Offer to trading on AIM becoming effective in accordance with the AIM Rules; or
(B) if Brave Bison so determines (and subject to the consent of the Panel) the London Stock Exchange having acknowledged to Brave Bison or its agent (and such acknowledgement not having been withdrawn) that the New Brave Bison Shares will be admitted to trading on AIM (the "Admission Condition");
Official authorisations, regulatory clearances and third party clearances
(ii) any Clearance deemed necessary or appropriate by Brave Bison or any member of the Wider Brave Bison Group for or in respect of the Offer (including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, System1 or any member of the Wider System1 Group by any member of the Wider Brave Bison Group) having been obtained, in terms and in a form and subject to conditions that are satisfactory to Brave Bison and all such Clearances remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional;
(iii) the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a Third Party) of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer) arising as a result of or in connection with the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, System1 by Brave Bison or any member of the Wider Brave Bison Group;
(iv) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Brave Bison Group of any shares or other securities in, or control of, System1 and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate by Brave Bison or any member of the Wider Brave Bison Group for or in respect of the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, System1 or any member of the Wider System1 Group by any member of the Wider Brave Bison Group having been obtained in terms and in a form satisfactory to Brave Bison from all appropriate Third Parties or persons with whom any member of the Wider System1 Group has entered into contractual arrangements and all such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate to carry on the business of any member of the Wider System1 Group which are material in the context of the Brave Bison Group or the System1 Group as a whole or for or in respect of the Offer including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(v) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
(A) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Brave Bison Group or any member of the Wider System1 Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Brave Bison Group or the Wider System1 Group in either case taken as a whole or in the context of the Offer;
(B) require, prevent or delay the divestiture by any member of the Wider Brave Bison Group of any shares or other securities in System1;
(C) impose any material limitation on, or result in a delay in, the ability of any member of the Wider Brave Bison Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider System1 Group or the Wider Brave Bison Group or to exercise voting or management control over any such member;
(D) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Brave Bison Group or of any member of the Wider System1 Group to an extent which is material in the context of the Wider Brave Bison Group or the Wider System1 Group in either case taken as a whole or in the context of the Offer;
(E) make the Offer or its implementation or the Offer or proposed Offer by Brave Bison or any member of the Wider Brave Bison Group of any shares or other securities in, or control of System1 void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
(F) require any member of the Wider Brave Bison Group or the Wider System1 Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider System1 Group or the Wider Brave Bison Group owned by any third party;
(G) impose any limitation on the ability of any member of the Wider System1 Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider System1 Group taken as a whole or in the context of the Offer; or
(H) result in any member of the Wider System1 Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any System1 Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(vi) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider System1 Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Offer or the proposed acquisition of any shares or other securities (or equivalent) in System1 or because of a change in the control or management of System1 or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider System1 Group, or the Wider Brave Bison Group, in either case taken as a whole, or in the context of the Offer:
(A) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(B) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(C) any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
(D) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;
(E) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(F) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(G) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(H) the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Offer,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider System1 Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs 2(vi)(A) to 2(vi)(H) of this Condition;
Certain events occurring since Last Accounts Date
(vii) save as Disclosed, no member of the Wider System1 Group having, since the Last Accounts Date:
(A) save as between System1 and wholly-owned subsidiaries of System1 or for System1 Shares issued under or pursuant to the exercise of options and vesting of awards granted under the System1 Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
(B) save as between System1 and wholly-owned subsidiaries of System1 or for the grant of options and awards and other rights under the System1 Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(C) other than to another member of the System1 Group, prior to completion of the Offer, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;
(D) save as between System1 and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(E) save as between System1 and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(F) issued, authorised or proposed the issue of, or made any change in or to, any debentures or, save in the ordinary course of business between System1 and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, incurred or increased any indebtedness or become subject to any contingent liability;
(G) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (A) or (B) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(H) save as between System1 and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
(I) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(J) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(K) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider System1 Group or the Wider Brave Bison Group other than of a nature and extent which is normal in the context of the business concerned;
(L) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(M) made any material alteration to its memorandum or articles of association or other incorporation documents;
(N) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(O) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 2.1(vii);
(P) in relation to any pension scheme or other retirement, leaving service or death benefit arrangement established for any directors, former directors, employees of any entity in the Wider System1 Group or their dependents and established by a member of the Wider System1 Group (a "Relevant Pension Plan") made, agreed or consented to or procured any significant change to:
1) the terms of the trust deeds, rules, policy or other governing documents constituting a Relevant Pension Plan;
2) the contributions payable to any such scheme(s) or the benefits which accrue or to the pensions which are payable thereunder;
3) the basis on which benefits accrue, pensions are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan;
4) the basis on which the liabilities of any Relevant Pension Plan are funded, valued or made;
5) the basis or rate of employer contribution to a Relevant Pension Plan; or
6) the exercise of any discretion in relation to a Relevant Pension Plan,
in each case which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer, including the financing of the cash component thereof, and other than as required in accordance with applicable law;
(Q) proposed, agreed to provide or modified the terms of any of the System1 Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider System1 Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider System1 Group, save as agreed by the Panel (if required) and by Brave Bison, or entered into or changed the terms of any contract with any director or senior executive;
(R) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of System1 Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
(S) entered into or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider System1 Group; or
(T) waived or compromised any claim which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
(viii) save as Disclosed, since the Last Accounts Date:
(A) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider System1 Group which, in any such case, is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
(B) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider System1 Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider System1 Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider System1 Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider System1 Group taken as a whole or in the context of the Offer;
(C) no contingent or other liability of any member of the Wider System1 Group having arisen or become apparent to Brave Bison or increased which has had or might reasonably be expected to have a material adverse effect on the Wider System1 Group taken as a whole or in the context of the Offer;
(D) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider System1 Group which in any case is material in the context of the Wider System1 Group taken as a whole;
(E) no member of the Wider System1 Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider System1 Group as a whole or in the context of the Offer; and
(F) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider System1 Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
No discovery of certain matters
(ix) save as Disclosed, Brave Bison not having discovered:
(A) that any financial, business or other information concerning the Wider System1 Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider System1 Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Brave Bison or its professional advisers, in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(B) that any member of the Wider System1 Group or partnership, company or other entity in which any member of the Wider System1 Group has a significant economic interest and which is not a subsidiary undertaking of System1, is subject to any liability (contingent or otherwise), in each case, to the extent which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer; or
(C) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider System1 Group and which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
Environmental liabilities
(x) save as Disclosed, Brave Bison not having discovered that:
(A) any past or present member of the Wider System1 Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider System1 Group and which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(B) there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider System1 Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider System1 Group (or on its behalf) or by any person for which a member of the Wider System1 Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
(C) circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Brave Bison Group or any present or past member of the Wider System1 Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider System1 Group (or on its behalf) or by any person for which a member of the Wider System1 Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer; or
(D) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider System1 Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider System1 Group and which is material in the context of the Wider System1 Group taken as a whole or in the context of the Offer;
Intellectual property
(xi) save as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider System1 Group which would be reasonably likely to have a material adverse effect on the Wider System1 Group taken as a whole, including:
(A) any member of the Wider System1 Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider System1 Group and material to its business taken as a whole being revoked, cancelled or declared invalid; or
(B) any claim being asserted in writing by any person challenging the ownership of any member of the Wider System1 Group to, or the validity or effectiveness of, any intellectual property that is material to the business of the Wider System1 Group taken as a whole;
Anti-corruption, economic sanctions, criminal property and money laundering
(xii) save as Disclosed, Brave Bison not having discovered that:
(A) (A) any past or present member, director, officer or employee of the Wider System1 Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider System1 Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(B) any asset of any member of the Wider System1 Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider System1 Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or
(C) any past or present member, director, officer or employee of the Wider System1 Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
1) any government, entity or individual in respect of which U.S., UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by U.S., UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or
2) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, except as may have been licensed by the relevant authority; or
(D) any past or present member, director, officer or employee of the Wider System1 Group, or any other person for whom any such person may be liable or responsible:
1) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
2) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
3) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
4) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
(E) any member of the Wider System1 Group is or has been engaged in any transaction which would cause Brave Bison to be in breach of any law or regulation upon its acquisition of System1, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
(i)
Part B
Waiver and Invocation of the Conditions
1. Brave Bison reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1 above, except for Condition 1 (Acceptance Condition) and any other mandatory conditions, which cannot be waived. The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Offer Document, the Form of Acceptance and the Form of Election.
2. The Offer shall lapse unless all of the Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Brave Bison to be or remain satisfied, by 11.59 p.m. (London time) on the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel).
3. Brave Bison shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions 1 to 2 (inclusive) by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code, Brave Bison may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Brave Bison in the context of the Offer.
5. Brave Bison may only invoke a condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Brave Bison.
6. Conditions 1 (Acceptance Condition) and 2(i) of Part A above are not subject to Rule 13.5(a) of the Takeover Code.
7. If Brave Bison is required by the Panel to make an offer or offers for System1 Shares under the provisions of Rule 9 of the Takeover Code, Brave Bison may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
8. Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long-Stop Date:
8.1 sufficient acceptances have not been received so as to enable Condition 1 (Acceptance Condition) to be satisfied; or
8.2 where sufficient acceptances have been received so as to enable Condition 1 (Acceptance Condition) to be satisfied, one or more of the Conditions relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.
9. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Part C
Implementation by way of Scheme
1. Brave Bison reserves the right, with the consent of the Panel (where necessary) to elect to implement the Offer by way of scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (a "Scheme").
2. If the Offer is implemented by way of a Scheme, such Scheme will be implemented on the same terms, subject to appropriate amendments to reflect the change in method of effecting the Offer (including such amendments as may be required by law or regulation), including (without limitation and subject to the consent of the Panel):
2.1 the Long-Stop Date ceasing to apply (and Brave Bison may, in accordance with the Takeover Code, specify a new long-stop date by which the Scheme must become effective and specific dates by which the relevant court and shareholder meetings and the Court hearing to sanction the Scheme must be held); and
2.2 the Acceptance Condition ceasing to apply and, instead, the Scheme becoming effective and binding following: (i) approval of the Scheme at the court meeting (or court meetings), or any adjournments thereof, by a majority (or majorities) in number representing 75 per cent. or more in value of each class of System1 Shareholders present and voting either in person or by proxy; (ii) the passing by the requisite majority or majorities of all shareholder resolutions of System1 necessary to approve and implement the Scheme; (iii) sanction of the Scheme by the court (with or without modification, with any such modification being acceptable to Brave Bison and System1); and (iv) the delivery of a copy of the court order to the Registrar of Companies of England and Wales.
Part D
Certain further terms of the Offer
1. The System1 Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.
2. If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the System1 Shares, Brave Bison reserves the right to reduce the (i) Cash and Share Offer and (ii) Alternative Offer, by an amount up to the amount of such dividend and/or distribution and/or return of capital. If (but only to the extent that) Brave Bison exercises this right or makes such a reduction in respect of a dividend or other distribution, System1 Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Brave Bison of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer.
3. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable 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. Further information in relation to persons not resident in the United Kingdom will be contained in the Offer Document.
4. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or email) of interstate or foreign commerce of, or of any facility of, a national securities exchange, of the United States or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States or any other Restricted Jurisdiction.
5. 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 nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or of 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 individual located or resident in a Restricted Jurisdiction or a Restricted Overseas Person, except pursuant to exemptions from the registration requirements of the U.S. Securities Act (in the case of the United States) and any applicable requirements of any other such jurisdiction.
6. Fractional entitlements to New Brave Bison Shares will be aggregated and allotted and issued to a nominee appointed by Brave Bison as nominee for System1 Shareholders to whom such fractional entitlements apply, sold in the market and the net proceeds of sale will be distributed in due proportion to the System1 Shareholders entitled to them. However, individual fractional entitlements to amounts (net of expenses) not exceeding £5.00 will not be paid to persons who would otherwise be entitled to them under the Offer, but will be retained for the benefit of the Enlarged Group.
7. The Offer will be governed by English law and subject to the jurisdiction of the Courts of England and Wales and to the Conditions set out in this announcement and to be set out in the Offer Document. The Offer will be subject to the applicable requirements of the Companies Act 2006, the Takeover Code, the Panel, the AIM Rules, the Market Abuse Regulation, the FCA, the London Stock Exchange and the Registrar of Companies.
APPENDIX 2
BASES AND SOURCES
In this announcement:
1. As at the close of business on 29 July 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 29 July 2026 (being the 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 (excluding the 537,700 System1 Shares held in treasury) referred to in paragraph 1.1 above; 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).
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 19,710,543 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, less the 3,534,010 System1 Shares already owned by Brave Bison and assuming that the Cash and Share Offer is elected for by all System1 Shareholders.
7. Pro forma revenue figures for the Enlarged Group comprise the aggregate of the: (a) annualised net revenue for the Brave Bison H2 FY25A (the standalone net revenue figure for the Brave Bison H2 FY25A is £22.1 million1); and (b) annualised gross profit for the System1 H2 FY26A (the standalone gross profit figure for the System1 H2 FY26A is £17.4 million2). System1 reports its revenue on a gross basis whereas Brave Bison reports its revenue on a net revenue basis. Accordingly, System1's gross profit has been used as the most directly comparable measure to Brave Bison's net revenue for the purposes of the pro forma presentation in this announcement.
8. Pro forma adjusted EBITDA figures for the Enlarged Group comprise the aggregate of the: (a) annualised adjusted EBITDA for the Brave Bison H2 FY25A (the adjusted EBITDA figure for the Brave Bison H2 FY25A is £4.5 million3); and (b) annualised adjusted EBITDA for the System1 H2 FY26A (the adjusted EBITDA figure for the System1 H2 FY26A is £2.7 million4).
9. 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. 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.
10. Platform net revenues are assumed to be £30.9 million for the System1 FY26A, and £16 million for Brave Bison (based on an annualised Brave Bison H2 FY25A figure5).
11. System1 FY26A operating profit was £2.11 million; this equates to a 20.4x multiple based on the implied offer value for the issued and expected to be issued ordinary share capital of System1 of approximately £43.1 million.
12. Certain figures contained in this announcement have been subject to rounding adjustments.
____
1. The Brave Bison H2 FY25A net revenue figure has been calculated by subtracting the net revenue of Brave Bison reported in its interim accounts for the half year ended 30 June 2025 from the net revenue figure Brave Bison reported in its accounts for the financial year ended 31 December 2025.
2. The System1 H2FY26A gross profit figure has been calculated by subtracting the gross profit of System1 reported in its interim accounts for the half year ended 30 September 2025 from the gross profit figure System1 reported in its accounts for the financial year ended 31 March 2026.
3. The Brave Bison H2 FY25A adjusted EBITDA figure has been calculated by subtracting the adjusted EBITDA of Brave Bison reported in its interim accounts for the half year ended 30 June 2025 from the adjusted EBITDA figure Brave Bison reported in its accounts for the financial year ended 31 December 2025.
4. The System1 H2FY26A adjusted EBITDA figure has been calculated by subtracting the adjusted EBITDA of System1 reported in its interim accounts for the half year ended 30 September 2025 from the adjusted EBITDA figure System1 reported in its accounts for the financial year ended 31 March 2026.
5. 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.
APPENDIX 3
Brave Bison FY26 Profit Forecast
In its AGM Statement, Brave Bison provided a forecast of its profit, as follows:
· "Net revenue for the half year period has increased by at least 92% to not less than £23 million, and adjusted EBITDA is in line with management expectations. Consistent with the Group's trading pattern, performance remains weighted towards the second half of the year".
This statement constitutes a profit forecast for the purposes of Rule 28 of the Takeover Code (the "Brave Bison FY26 Profit Forecast"), and the Takeover Panel has confirmed that the Brave Bison FY26 Profit Forecast constitutes a profit forecast to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply.
Directors' confirmation
The Brave Bison Directors have considered the Brave Bison FY26 Profit Forecast and confirm that it remains valid, as at the date of this announcement, and has been properly compiled on the basis of the assumptions set out below and that the basis of accounting used is consistent with Brave Bison's existing accounting policies.
Basis of preparation
The Brave Bison FY26 Profit Forecast is based on Brave Bison's current internal unaudited forecasts for Brave Bison FY26. The Brave Bison FY26 Profit Forecast has been compiled on the basis of the assumptions set out below. The basis of accounting used in the Brave Bison FY26 Profit Forecast is consistent with the existing accounting policies of Brave Bison in accordance with UK adopted international accounting standards.
Assumptions
The Brave Bison FY26 Profit Forecast has been prepared on the basis referred to above and subject to the principal assumptions set out below. The Brave Bison FY26 Profit Forecast is inherently uncertain and there can be no guarantee that any of the assumptions listed below will occur and/or if they do, their effect on Brave Bison's results of operations, financial condition or financial performance may be material.
The Brave Bison FY26 Profit Forecast should be read in this context and construed accordingly. The Brave Bison Directors have made the following assumptions in respect of FY26:
Assumptions within Brave Bison's control or influence:
· no material change to the existing strategy or operation of Brave Bison's business;
· no material deterioration in Brave Bison's relationships with its customers and no material adverse change to Brave Bison's ability to meet its customers' needs and expectations based on current practice;
· no material unplanned capital expenditure, asset disposals, merger and acquisition or divestment activity conducted by or affecting Brave Bison, save for the current offer for System1 by Brave Bison; and
· no material change in dividend or capital allocation policies of Brave Bison.
Assumptions outside of Brave Bison's control or influence:
· no material change to macroeconomic, political, inflationary, regulatory, taxation or legal conditions in the markets or regions in which Brave Bison operates;
· no material change in accounting standards;
· no material change in market conditions in relation to customer demand or the competitive environment;
· no material adverse change to Brave Bison's market environment before the end of FY26 (including in relation to customer demand or competitive environment, including regarding Brave Bison's market share and demand for Brave Bison's service offering);
· no material change in Brave Bison's existing debt arrangements or ability to access external finance and refinance existing debt upon maturity; and
· no material litigation or regulatory investigations, and no material unexpected developments in any existing litigation or regulatory investigation, each in relation to any of Brave Bison's operations, products or services.
APPENDIX 4
DEFINITIONS
|
"Acceleration Statement" |
a statement in which Brave Bison, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which all of the Conditions to the Offer must be satisfied or waived, if permitted |
|
"Acceptance Condition" |
the level of acceptances for the Offer received by Brave Bison to allow Brave Bison to declare the Offer unconditional as described in Appendix 1 of this announcement |
|
"Admission Condition" |
has the meaning given to it in paragraph 2(i) in Part A of Appendix 1 |
|
"AGM Statement" |
Brave Bison's annual general meeting statement made on 17 June 2026 |
|
"AIM" |
the market of that name operated by the London Stock Exchange |
|
"AIM Rules" |
the rules governing the admission to trading to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time |
|
"Alternative Offer" |
the alternative offer whereby System1 Shareholders may irrevocably elect, subject to submitting a valid Form of Election, to receive 3.36 New Brave Bison Shares instead of the consideration under the Cash and Share Offer which they would otherwise be entitled to receive pursuant to the Offer, as referred to in section 1 of this announcement |
|
"Brave Bison" |
Brave Bison Group plc a company incorporated in England and Wales, with registered number 08754680 |
|
"Brave Bison Directors" or "Brave Bison Board" |
the board of directors of Brave Bison from time to time and "Brave Bison Director" means any member of the Brave Bison Board |
|
"Brave Bison Group" |
Brave Bison and its Subsidiaries and, where the context permits, each of them |
|
"Brave Bison H2 FY25A" |
the second half of Brave Bison's financial year ended 31 December 2025 |
|
"Brave Bison FY26" |
Brave Bison's financial year ending 31 December 2026 |
|
"Brave Bison FY26 Profit Forecast" |
has the meaning given to it in Appendix 3 to this announcement |
|
"Brave Bison Shares" |
the ordinary shares of 2 pence each in the capital of Brave Bison |
|
"Brave Bison Shareholders" |
holders of Existing Brave Bison Shares |
|
"Business Day" |
a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London |
|
"Cash and Share Offer" |
the offer whereby System1 Shareholders will receive 135 pence in cash and 2.04 New Brave Bison Shares for each System1 Share pursuant to the Offer, as referred to in section 1 of this announcement |
|
"Cavendish" |
Cavendish Capital Markets Limited |
|
"Closing Price" |
the closing middle market quotation of a share derived from Bloomberg |
|
"Court" |
the High Court of Justice in England and Wales |
|
"Court Meeting" |
if the Offer is to be implemented by means of a Scheme, the meeting of System1 Shareholders (or the relevant classes thereof) to be convened at the direction of the Court pursuant to Part 26 of the Companies Act 2006 at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvening thereof |
|
"Conditions" |
the Acceptance Condition, the Admission Condition and the other conditions to the Offer as set out in Appendix 1 of this announcement |
|
"Disclosed" |
the information fairly disclosed by or on behalf of System1: (i) in its published annual report and accounts for the period ended 31 March 2026; and (ii) in any public announcement made by System1 in accordance with the Market Abuse Regulation, the AIM Rules, and/or the Disclosure Guidance and Transparency Rules before the date of this announcement |
|
"Effective" |
in the context of the Offer being implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code |
|
"Effective Date" |
the date upon which the Offer becomes or is declared Effective |
|
"Enlarged Group" |
the Brave Bison Group and the System1 Group following the Offer becoming Effective |
|
"Existing Brave Bison Shares" |
the Brave Bison Shares in issue at the date of this announcement |
|
"Facility Agreement" |
has the meaning given to it in paragraph 10 of this announcement |
|
"FCA" |
the Financial Conduct Authority |
|
"Form of Acceptance" |
the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by System1 Shareholders |
|
"Form of Election" |
the forms of election for use by an eligible System1 Shareholder to participate in (i) the Cash and Share Offer and (ii) the Alternative Offer, which shall accompany the Offer Document |
|
"General Meeting" |
if the Offer is to be implemented by means of a Scheme, the general meeting of System1 Shareholders to be convened to consider and if thought fit pass, inter alia, the Resolutions (with or without amendment) in relation to the Scheme including any adjournments, postponement or reconvening thereof |
|
"Last Accounts Date" |
31 March 2026 |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Long-Stop Date" |
11.59 p.m. on 31 December 2026 or such later date (if any) as Brave Bison may, with the consent of the Panel, specify |
|
"Meetings" |
if the Offer is to be implemented by means of a Scheme, the Court Meeting and the General Meeting |
|
"New Brave Bison Shares" |
the new Brave Bison Shares to be issued to System1 Shareholders in relation to the Offer |
|
"Offer" |
has the meaning given to it in section 1 of this announcement |
|
"Offer Document" |
the document to be sent to System1 Shareholders which will contain, inter alia, the terms and conditions of the Offer |
|
"Official List" |
the official list maintained by the FCA |
|
"Opening Position Disclosure" |
an announcement in accordance with Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"Possible Offer Announcement" |
the announcement released by Brave Bison on 10 July 2026 in connection with a possible offer for the entire issued and to be issued share capital of System1, not already owned by it |
|
"Regulatory Information Service" |
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
|
"Resolutions" |
if the Offer is to be implemented by means of a Scheme, the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of System1 |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to System1 Shareholders in that jurisdiction, including, without limitation the United States, Australia, Canada, Japan and New Zealand |
|
"Restricted Overseas Person" |
a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Brave Bison believes to be in, or resident in, a Restricted Jurisdiction (or any custodian, nominee or trustee for such persons) and any person in any other jurisdiction (other than persons in the UK and South Africa) whom Brave Bison is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Brave Bison regards as unduly onerous |
|
"Scheme" |
has the meaning given in Part C of Appendix 1 |
|
"Scheme Document" |
If the Offer is to be implemented by means of a Scheme, the document to be sent to System1 Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings |
|
"SEC" |
the U.S. Securities Exchange Commission |
|
"Strategic Investment" |
the acquisition by Brave Bison of its 28 per cent. shareholding of System1 Shares on 2 March 2026 |
|
"Subsidiary" |
has the meaning given in section 1159 of the Companies Act 2006 |
|
"System1" |
System1 Group plc, incorporated in England and Wales with registered number 05940040 |
|
"System1 FY26A" |
System1's financial year ended 31 March 2026 |
|
"System1 Group" |
System1 and its Subsidiaries and associated undertakings from time to time |
|
"System1 Shareholders" |
holders of System1 Shares |
|
"System1 Shares" |
the ordinary shares of 1 penny each in the capital of System1 and includes: (a) the existing and unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 1 penny each in the capital of System1; (b) any further ordinary shares of 1 penny each in the capital of System1 which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date or dates as Brave Bison may, subject to the Takeover Code, determine); and (c) any System1 Shares held as treasury shares that are transferred out of treasury before the date on which the Offer closes (or such earlier date or dates as Brave Bison may, subject to the Takeover Code, determine) |
|
"System1 Share Schemes" |
the 2025 Long-Term Incentive Plan, 2024 Executive Option Scheme, the Enterprise Management Incentive scheme and the Unapproved Share Option Scheme |
|
"Takeover Code" |
The City Code on Takeovers and Mergers |
|
"Third Party" |
any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"Unconditional Date" |
such date as Brave Bison may specify in the Offer Document or any Acceleration Statement unless, where permitted, it has set aside that statement |
|
"US" or "United States" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
|
"U.S. Exchange Act" |
has the meaning given to it in the section entitled "Additional Information for U.S. Shareholders" of this announcement |
|
"U.S. Securities Act" |
has the meaning given to it in the section entitled "Additional Information for U.S. Shareholders" of this announcement |
|
"Wider Brave Bison Group" |
Brave Bison and its subsidiary undertakings, associated undertakings and any other undertaking in which Brave Bison and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act 2006) |
|
"Wider System1 Group" |
System1 and its subsidiary undertakings, associated undertakings and any other undertaking in which System1 and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act 2006) |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 1 hour ago Johnson Matthey
- 2 hours ago Galliford Try
- 2 hours ago Galliford Try
- 2 hours ago Centrica
- 3 hours ago Smith & Nephew