Clarification
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE.
14 September 2026
BRAVE BISON GROUP PLC
(“BRAVE BISON”)
CLARIFICATION
Brave Bison wishes to correct clerical errors in the preparation of a data table contained in Appendix 3 of the announcement entitled “Increased Fourth Offer” published on 14 September 2026 (the “Announcement”). The high and low estimates set out in a data table in Appendix 3 were not correctly extracted from source materials but, for the avoidance of doubt, the arithmetic mean of consensus at 21 April 2026 is unchanged.
Appendix 3 of the Announcement should have read as follows, where emboldened and asterisked figures in the data table have been updated together with an explanatory footnote:
At 21 April 2026 Canaccord Genuity Limited and Singer Capital Market Limited published forecasts in respect of System1.
Canaccord Genuity Limited are acting as financial adviser, Rule 3 adviser, nominated adviser and broker to System1 and Singer Capital Markets Limited are joint brokers to both System1 and to Brave Bison. The Takeover Panel has confirmed that notwithstanding the fact that both Canaccord Genuity Limited and Singer Capital Markets Limited are connected advisers to parties to the Offer, their consensus at 21 April 2026 can be included in this announcement.
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|
FY27E (Arithmetic mean of consensus at 21 April 2026) £m |
High estimate (Canaccord Genuity Limited at 21 April 2026) £m |
Low estimate (Singer Capital Markets Limited at 17 March 2026) £m |
|
Revenue |
38.8 |
39.1 |
38.5 |
|
Adj. EBITDA |
5.8 |
6.0 |
5.5 |
|
Adj. Operating Profit |
4.2 |
4.5 |
3.9 |
|
Adj. PBT |
4.2 |
4.5 |
3.9 |
|
Adj. PAT |
2.9 |
3.1*† |
2.7* |
|
Net Cash |
14.3 |
14.2* |
14.4* |
__
*†Canaccord Genuity Limited did not provide an estimate of adjusted PAT on 21 April 2026. This has been calculated on the basis of adjusted PBT of £4.5m less tax of £1.4m, in each case as per the stated estimates of Canaccord Genuity Limited as at 21 April 2026.
These high and low estimates in respect of System1 consensus market expectations for FY27E as at 21 April 2026 have been compiled and published by Brave Bison in accordance with Rule 27.8 of the Takeover Code. A copy of these consensus market expectations is also available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.
Reference to the consensus market expectations for FY27E as at 21 April 2026 in this announcement has been made without the agreement or approval of System1. In accordance with Rule 28.7(c)(v) of the Takeover Code, Brave Bison confirms that, save in respect of revenue and adjusted profit before tax, the consensus market expectations for FY27E as at 21 April 2026 are not endorsed by System1 and have not been reviewed or reported on in accordance with the requirements of Rule 28.1(a) of the Takeover Code.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Announcement.
Enquiries:
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Brave Bison Group plc |
via Cavendish |
|
Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Philippa Norridge, Chief Financial Officer
|
|
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Cavendish Capital Markets Limited |
+44 (0) 20 7220 0500 |
|
Ben Jeynes
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The person responsible for arranging the release of this announcement on behalf of Brave Bison is Theo Green, Chief Growth Officer.
The LEI of Brave Bison is 213800BEII7EWIN8X308 and the LEI of System1 is 213800TDLR42C3Q9ZB74.
IMPORTANT NOTICES
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to Brave Bison and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Brave Bison or the matters described in this announcement. To the fullest extent permitted by applicable law, Brave Bison and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
Terms used but not defined in this announcement shall have the same meaning as given to them in the Announcement.
No prospectus
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.
The release, publication or distribution of this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
This announcement does not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. In particular, this announcement does not constitute an offer of securities to the public in the United States.
This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England.
The availability of the Offer to System1 Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any such person should read paragraph 14 of Part 1 of the Original Offer Document, paragraph 7 of Part D to Part 2 of the Original Offer Document and: (i) if such person holds System1 Shares in certificated form, Part E to Part 2 of the Original Offer Document; or (ii) if such person holds System1 Shares in uncertificated form, Part F to Part 2 of the Original Offer Document, and in each case inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Second Form of Acceptance and Election (or, if already executed and delivered, the Form of Acceptance and Election) in connection with the Offer, and persons who are not resident in the United Kingdom to receive New Brave Bison Shares in part consideration pursuant to the terms of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the combination disclaim any responsibility or liability for the violation of such restrictions by any person.
The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States or, unless determined otherwise by Brave Bison, any other Restricted Jurisdiction, and will not be capable of acceptance by any such use, means or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, copies of this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise distributed, forwarded, transmitted or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise distribute, forward, transmit or send any such documents in or into or from the United States or any other Restricted Jurisdiction. Doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, agents, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a legal or contractual obligation to, forward this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any jurisdiction, seek appropriate advice and read paragraph 14 of the letter from Brave Bison set out in Part 1 of the Original Offer Document and paragraph 7 of Part D to Part 2 to the Original Offer Document before doing so.
The New Brave Bison Shares to be issued pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or any other Restricted Jurisdiction. Accordingly, the New Brave Bison Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, or any other Restricted Jurisdiction or to, or for the account or benefit of, any U.S. Person or Restricted Overseas Person, absent registration or an available exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws (in the case of the United States) and any applicable requirements of any other Restricted Jurisdiction. The New Brave Bison Shares are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S.
Notices relating to the United States
Brave Bison is not extending the Offer into the United States. No document relating to the Offer will be posted into the United States.
Neither this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes a public offer of securities for sale in the United States or a public offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national, state or other securities exchange of, the United States.
Neither this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes an offer of the New Brave Bison Shares to any person with a registered address, or who is resident or located, in the United States or is otherwise a U.S. Person. The New Brave Bison Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Brave Bison Shares are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S. System1 Shareholders will be required to acknowledge, warrant, and represent to Brave Bison, together with such other representations that Brave Bison may require in its sole discretion, that it is not a person with a registered address, or resident or located, in the United States or otherwise a U.S. Person to participate in the Offer. Brave Bison will refuse to issue or transfer New Brave Bison Shares to investors that do not meet the foregoing requirements.
Any person with a registered address, or resident or located, in the United States or is otherwise a U.S. Person will receive, in lieu of New Brave Bison Shares to which they would otherwise be entitled, the net cash proceeds (in sterling) from the sale of such New Brave Bison Shares, as more fully described in paragraph 16(C) of Part 1 to the Original Offer Document.
The receipt of consideration pursuant to the Offer by a System1 Shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each System1 Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
US investors should closely read paragraph 14 of Part 1, as well as paragraph 7 of Part D to Part 2 of the Original Offer Document, for further details.
Brave Bison reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act 2006. A scheme of arrangement is not subject to the tender offer rules under the U.S. Exchange Act and therefore would be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If the Offer is implemented by way of a scheme of arrangement, the New Brave Bison Shares would be expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court would hold a hearing on the Scheme’s fairness to System1 Shareholders, at which hearing all such shareholders would be entitled to attend in person or through counsel. If the Offer is implemented by way of the Scheme, a person who receives New Brave Bison Shares pursuant to the Scheme and who is an affiliate of Brave Bison may not resell such securities without registration under the U.S. Securities Act or pursuant to the applicable resale provisions of Rule 144 under the U.S. Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the U.S. Securities Act). Whether a person is an affiliate of a company for the purposes of the U.S. Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe that they may be affiliates of Brave Bison should consult their own legal advisers prior to any sale of securities received pursuant to the Scheme.
It may be difficult for shareholders in the United States to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since Brave Bison and System1 are located outside the United States, and their officers and most of their directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with the Takeover Code and normal U.K. practice, Brave Bison or its affiliates or agents may make purchases of, or make arrangements to purchase, shares of System1 outside the United States otherwise than under the Offer.
Neither the SEC nor any US state securities commission has approved or disapproved the Fourth Offer or the Alternative Offer, or passed upon the adequacy or completeness of the Original Offer Document or the Increased Offer Document. Any representation to the contrary is a criminal offence.
Publication on Brave Bison website
In accordance with Rule 26 of the Takeover Code, a copy of this announcement will, subject to certain restrictions relating to persons in the United States or any other Restricted Jurisdictions, be available at https://bravebison.com/investors/?tab=offer-for-system1. The content of this website is not incorporated into and does not form part of the Offer.
Other Disclosure Requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of "relevant securities" of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the "offer period" and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period. Relevant persons who deal in the "relevant securities" of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant "dealing".
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an "interest in relevant securities" of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons "acting in concert" with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose "relevant securities" Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.
No Profit Forecasts
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement) contains certain forward-looking statements with respect to the financial condition, results of operations and business of Brave Bison and/or System1 and certain plans and objectives of Brave Bison and/or System1 with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Brave Bison and the Brave Bison Board in the light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Brave Bison does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Takeover Code, subject to certain restrictions relating to the United States or any other Restricted Jurisdiction, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG’s helpline on 0371 664 0321 or via email at shareholderenquiries@cm.mpms.mufg.com. Lines are open between 09.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and monitored for security and training purposes. Please note that MUFG cannot provide financial, tax, investment or legal advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by System1 Shareholders and other relevant persons for the receipt of communications by System1 may be provided to Brave Bison during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11 of the Takeover Code.
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