Response to announcement by Brave Bison Group plc

System1 Group PLC

13 July 2026

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

13 July 2026

System1 Group PLC (AIM: SYS1)

 ("System1", or "the Company", or "the Group")

Response to announcement by Brave Bison Group plc

Unequivocal rejection

The Board of System1 Group plc (the "Board") notes the announcement (the "Announcement") released earlier today by Brave Bison Group plc ("Brave Bison") in accordance with Rule 2.4 of the City Code on Takeovers and Mergers (the "Code").

The Board confirms that, on 8 June 2026, it received an unsolicited, indicative proposal from Brave Bison in relation to a possible all-share offer for the entire issued and to be issued share capital of System1 not already held by Brave Bison. The proposal was an exchange ratio of 3.5988 new Brave Bison shares for each System1 share (the "Initial Proposal"). This Initial Proposal represented no premium to the System1 share price at that time and would have led to System1 shareholders holding approximately 24%¹ of the enlarged Brave Bison.

The Board, together with its advisers, carefully considered the Initial Proposal and unanimously concluded that it materially undervalued System1 and its prospects. Notwithstanding this, acknowledging Brave Bison's position as a major shareholder of System1, the Board has engaged constructively and shared certain information with Brave Bison. This has led to a period of dialogue with the intent to help Brave Bison materially improve the terms of its Initial Proposal.

Following the Initial Proposal no further proposal had been received from Brave Bison and as a result, the Board unanimously and unequivocally rejected the Initial Proposal on 8 July 2026.

The Board notes the Announcement and Brave Bison's improved proposal which, based on an exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 share (the "Revised Proposal"), represents a value of 317 pence per System1 share, based off the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the Announcement.

The Revised Proposal represents approximately a 4 per cent. premium to the System1 share price on 10 July 2026, being the last business day prior to the Announcement, based on Brave Bison's share price on the same date.

The Board of System1 was informed of the Announcement on 10 July 2026. It has considered the Revised Proposal with its advisers and believes it materially undervalues System1. The Board unanimously and unequivocally rejects the Revised Proposal.

The Revised Proposal does not include any notable premium for control of System1. The reference in the Announcement to higher premiums linked to historic share prices, notably 27 February 2026, the date prior to the announcement of Brave Bison's investment in System1, should be treated with caution. On 16 March 2026, System1 released a positive trading update which had a sustained positive impact on the System1 share price.

The Board of System1 notes Brave Bison's intention to restructure its operations around three operating divisions including a Marketing Effectiveness division led by James Gregory, CEO of System1. The Board wishes to clarify that no specific role or rewards were discussed with James Gregory, and this has not been agreed. The Board also wishes to confirm that no agreement has been reached with Brave Bison regarding the 494,890 ordinary shares in System1 that Brave Bison assumes will be issued pursuant to awards related to the System1 management long-term incentive plan.

Positive Outlook reaffirmed in FY26 Final Results statement

On 16 March 2026, System1 released a Trading Update detailing a strong FY26 H2 trading performance. In the Group's FY26 Final Results, released on 8 July 2026, the Board confirmed a record H2 revenue and new business performance, and announced an increase to the proposed final dividend, reflecting the Board's confidence in the Group's prospects. The outlook statement confirmed FY27 had seen continued strong new business activity and noted System1 entered FY27 with a broader customer base, strong operating discipline and a clear pathway to sustainable growth. The Board believes the Revised Proposal does not reflect this positive outlook.

A further announcement will be made if and when appropriate. Shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the Code, Brave Bison must, by no later than 5.00 p.m. (London time) on 7 August 2026, either announce a firm intention to make an offer for System1 in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made by System1 without the approval of Brave Bison.

There can be no certainty either that an offer will be made.

As a consequence of the Announcement, an offer period has now commenced in respect of System1 in accordance with the Code and the attention of System1 shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Further information on the Company can be found at www.System1group.com.

¹ The Initial Proposal was based off an exchange ratio of 3.5988 new Brave Bison shares for each System1 share, determined by reference to the 30-day volume weighted average prices of both companies at the time of the Initial Proposal, being 82.5 pence per Brave Bison share and 297 pence per System1 share, respectively.

For further information, please contact:

System1 Group PLC	via Alma
James Gregory, Chief Executive Officer
Chris Willford Chief Financial Officer
Canaccord Genuity Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser & Broker)	Tel: [phone]
Simon Bridges / Andrew Potts / Harry Rees
Alma Strategic Communications
Caroline Forde / Hannah Campbell / Rose Docherty	Tel: [phone] [e-mail]

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, System1 confirms that as at the date of this announcement, its issued share capital (excluding 537,700 ordinary shares held in treasury) consisted of 12,689,073 ordinary shares of 1 pence each carrying voting rights of one vote per share. The ISIN reference number for these securities is GB00B1GVQH21 and the Company's LEI number is 213800TDLR42C3Q9ZB74.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of System1 at www.System1group.com/investors promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Market Abuse Regulation

The information contained within this announcement is considered to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of System1 is Chris Willford.

Other notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for System1 and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than System1 for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) 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 Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

 

END