Lapse of Final Offer
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
26 October 2026
Final Offer
by
Brave Bison Group plc
("Brave Bison")
for
System1 Group PLC
("System1")
LAPSE OF FINAL OFFER
- Introduction
On 7 October 2026 Brave Bison announced the terms of a final offer to acquire the issued, and to be issued, share capital of System1 not already owned by Brave Bison (the “Final Offer”). The final offer document in respect of the Final Offer (the “Final Offer Document”) was published on 9 October 2026.
As at 1 p.m. on 26 October 2026, Brave Bison had not received sufficient acceptances to satisfy the Acceptance Condition, and the Offer has now lapsed. Further details are set out below in this announcement.
Oliver Green, Executive Chairman of Brave Bison, commented:
“We are disappointed to see the Final Offer lapse but are pleased to have a strategic investment in an exciting and dynamic company with lots of potential. We look forward to working with the System1 Board to maximise value for all System1 Shareholders.”
- Acceptance Condition
Brave Bison confirms that as at 1 p.m. on 26 October 2026, Brave Bison had received valid acceptances of the Final Offer in respect of 1,738,136 System1 Shares, representing approximately 13.69 per cent. of the issued share capital of System1.
Accordingly, as at 1 p.m. on 26 October 2026, Brave Bison already either owns or had received valid acceptances of the Offer in respect of 5,272,146 System1 Shares, representing approximately 41.54 per cent. of the issued share capital of System1, which count towards the Acceptance Condition to the Offer. Therefore, Brave Bison has not received sufficient acceptances to satisfy the Acceptance Condition and confirms that, therefore, the Acceptance Condition has not been satisfied and the Offer has now lapsed.
As the Offer has now lapsed, it is no longer open to acceptances and any accepting System1 Shareholders cease to be bound by their acceptances.
In the case of System1 Shares held in certificated form, the relevant Final Form of Acceptance (as defined in the Final Offer Document), share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) within seven days as the Final Offer has now lapsed, to the person or agent whose name and address (outside any Restricted Jurisdiction) is set out in the Final Form of Acceptance or, if none is set out, to the first-named or sole holder at his/her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction).
In the case of System1 Shares held in uncertificated form, MUFG, the Receiving Agent, will, immediately (or within seven days as the Final Offer has now lapsed, as the Panel may approve), give instructions to Euroclear to transfer all relevant System1 Shares held in escrow balances in CREST and in relation to which it is the escrow agent for the purposes of the Final Offer to the original available balances of the System1 Shareholders concerned.
Brave Bison is now subject to the restrictions set out in Rule 35.1 of the Code, save that Brave Bison reserves the right to make a further offer for the entire issued and to be issued share capital of System1 with the consent of the Panel, in the circumstances set out in Note 1 on Rule 35.1 of the Takeover Code.
- Further Information
The valid acceptances include System1 Shares held by: (i) Stefan Barden and members of the Barden Family, Sarah Kearon and Heritage Capital Management Limited and Heritage Fund Managers Limited in respect of which Brave Bison had received irrevocable undertakings to accept the Offer; and (ii) Heather Kearon and Gesalcala SGIIC in respect of which Brave Bison received letters of intent to accept the Offer.
No acceptances have been received from persons acting in concert with Brave Bison.
Save as disclosed in this announcement and the Final Offer Document, as at the Unconditional Date, none of:
- Brave Bison;
- the Brave Bison Directors or their respective connected persons;
- any person acting in concert with Brave Bison; or
- any person who is party to a Note 11 arrangement with Brave Bison or any person acting in concert with Brave Bison,
had any interest in or right to subscribe for any System1 relevant securities, or any short position in respect of System1 relevant securities or (save for any borrowed shares which have been on-lent or sold) had borrowed or lent any System1 relevant securities (including for these purposes any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).
- General
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Final Offer Document.
In this announcement references to the issued share capital of System1 are based on 12,689,073 System1 Shares (which excludes System1 Shares held in treasury) in issue as at 23 October 2026 (being the last Business Day prior to the date of this announcement) based on publicly available information.
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 |
+44 (0) 20 7220 0500 |
|
Ben Jeynes Henrik Persson Edward Whiley |
|
Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.
The person responsible for arranging the release of this announcement on behalf of Brave Bison is Theo Green, Chief Growth Officer.
The LEI of Brave Bison is 213800BEII7EWIN8X308.
The LEI of System1 is 213800TDLR42C3Q9ZB74.
IMPORTANT NOTICES
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to Brave Bison and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Brave Bison or the matters described in this announcement. To the fullest extent permitted by applicable law, Cavendish and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
No prospectus
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas Shareholders
The information contained in the 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 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.
Notices relating to the United States
This announcement does not constitute 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.
Publication on Brave Bison website
In accordance with Rule 26 of the Takeover Code, a copy of this announcement is, subject to certain restrictions relating to persons in the United States or any other Restricted Jurisdictions, 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.
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. and 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.
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