Unequivocal Rejection of Offer from Brave Bison

System1 Group PLC

31 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

31 July 2026

System1 Group PLC (AIM: SYS1)

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

Unequivocal Rejection of Revised Offer from Brave Bison

Absence of shareholder support and no premium for control

The Board of System1 Group plc (the "Board") notes the announcement (the "Brave Bison Rule 2.7 Announcement") released on 30 July 2026 by Brave Bison Group plc ("Brave Bison") in relation to an offer for System1 for a revised consideration of 2.04 new Brave Bison shares and 135 pence in cash for each System1 share (the "Revised Offer").

Based on Brave Bison's closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, the Revised Offer implies a value of 321.7 pence per System1 share. This represents a discount of 6.8 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.

The Board also notes the all-share offer, comprising 3.36 Brave Bison shares for each System1 share (the "Alternative Offer"). The Alternative Offer, based on Brave Bison's closing share price of 91.5 pence on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implies a value of 307.4 pence for each System1 share. This represents a discount of 10.9 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.

The Board does not see the Revised Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1 unanimously and unequivocally rejects the Revised Offer and the Alternative Offer.

1.     Absence of shareholder support

The Board notes that in the Brave Bison Rule 2.7 Announcement, Brave Bison stated that it has consulted with System1 shareholders representing approximately 14 per cent. of System1's issued share capital. The Board notes the clarification announcement released on 30 July 2026 that confirms that Brave Bison has not received any letters of support in respect of the Revised Offer.

2.     Terms of the Revised Offer - no premium for control

The Revised Offer represents approximately a 6.8 per cent. discount to the System1 closing share price of 345.0 pence on 29 July 2026, being the last business day prior to the date of the Brave Bison Rule 2.7 Announcement, based on Brave Bison's closing share price on the same date of 91.5 pence per Brave Bison share. An offer made at a discount to the current share price is not customary and does not provide all shareholders with a premium for control.

The Board notes that the Brave Bison 2.7 Announcement uses the 20-day-volume weighted average closing share price of Brave Bison of 94 pence on 10 July 2026 (being the last business date before the commencement of the offer period) but highlights that this is not the level at which the Brave Bison shares are trading currently. The closing share price of Brave Bison on 30 July 2026 was 88.5 pence per share. This would reduce the Revised Offer to an implied value of 315.5 pence per share.

3.     The Revised Offer - no real change in value

The Board notes the 10 July 2026 proposal from Brave Bison 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.

Based on Brave Bison's closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, the Revised Offer implies a value of 321.7 pence per System1 share.

The Revised Offer only represents an increase of 1.5 per cent. over the Revised Proposal.

4.     Reference to various premia, including 65% premium to the undisturbed price

The Board notes the references in the Revised Offer in relation to certain premia linked to System1's historic share prices, notably 27 February 2026 when the System1 share price closed at 198.0 pence per share, the date prior to the announcement of Brave Bison's investment in System1 over four months ago. The Board believes these references are inappropriate as they suggest the rise in System1's share price is solely linked to the Brave Bison investment. The references omit the fact that System1 announced a positive trading update on 16 March 2026.

The System1 share price closed at 212 pence per share on 13 March 2026, the business day prior to System1's trading update that was announced on 16 March 2026. The Board believes this announcement together with the publication of the Company's 31 March 2026 year end results, announced on 8 July 2026, have had a sustained positive impact on the System1 share price and should be considered when evaluating any suggested premium by Brave Bison. The Board notes that System1's closing share price was 305 pence per share on 10 July 2026, being the last business date before the commencement of the offer period.

5.     LTIP

The Board notes that the Brave Bison Rule 2.7 Announcement references guidance that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over awards. The Board also notes that in Brave Bison's initial indicative offer letter on 8 June 2026, Brave Bison set out that they had assumed the Board would seek, subject to its Remuneration Committee's procedures, to vest the FY27 tranche of System1's 2025 LTIP and 2024 Employee Share Option Scheme.

The Board confirms that the Remuneration Committee has not met to discuss the LTIP in the context of the Revised Offer and as such no decisions have been taken by the Remuneration Committee , in respect of the possible issuance of shares in relation to the Company's LTIP.

6.     Trading update

On 16 March 2026, System1 released a Trading Update detailing a strong trading performance. In the Group's 31 March year end results, announced 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 Offer and the Alternative Offer do not reflect this positive outlook.

A trading update will be provided in August 2026.

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

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