Posting of Second Response Document
Summary by AI BETAClose X
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
15 October 2026
System1 Group PLC (AIM: SYS1)
("System1", or “the Company”, or “the Group”)
Posting of Second Response Document
The Board of System1 confirms that the response document (the "Response Document") in respect of the offer document published by Brave Bison Group plc ("Brave Bison") on 9 October 2026 relating to the unsolicited fifth and final* offer from Brave Bison for the entire issued and to be issued share capital of System1 not already owned by Brave Bison, has now been published on the Company’s website at https://system1group.com/investors.
The Chairman’s Letter has been reproduced in full below and includes details of shareholder support.
This announcement should be read together with the Response Document in its entirety.
Dear System1 Shareholder,
Brave Bison’s Final Offer values System1 at 365.5 pence
(based on Brave Bison’s closing price on 14 October 2026 (excluding the Bison CVR)
System1 Board unanimously recommends that System1 Shareholders reject Brave Bison’s wholly inadequate offer
Introduction
I am writing to you today to set out your Board’s view on the unsolicited fifth and final* offer from Brave Bison. As a Board, we believe Brave Bison’s Final Offer to System1 Shareholders materially undervalues the Company and its future prospects. To support this, we think it is important for you to know the full history of how we arrived at where we are and set out what your Board sees as the fundamental considerations as you decide what action to take next.
Final Offer
On 7 October 2026, Brave Bison announced an unsolicited fifth and final offer* to acquire System1 for a consideration of 2.394 new Brave Bison shares, 180 pence in cash and 1 Bison CVR (a contingent value right which may deliver 20 pence in cash (the “Bison CVR”)) for each System1 Share (the “Final Offer”). Brave Bison also reconfirmed the Alternative Offer as unchanged, comprising 3.36 Brave Bison shares for each System1 Share, as an alternative to the Final Offer (together with the Final Offer, the “Offer”).
*The financial terms of the Offer are final and will not be increased, save that Brave Bison reserves the right to increase the financial terms of the Offer where: (i) there is an announcement on or after the date on which the Offer was announced by Brave Bison of an offer or possible offer, including a partial offer for greater than 30 per cent. of System1’s issued share capital, or a firm intention to make an offer for System1 by any third party offeror or potential offeror, including where any such announcement is made by System1; (ii) System1 makes an announcement of the kind referred to in Rule 31.8 of the Code after Day 39 of the Offer; or (iii) the Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.
The Final Offer, based on Brave Bison’s closing share price of 75.5 pence per share on 6 October 2026, being the last Business Day before the announcement of the Final Offer, implied a value of 360.75 pence per System1 Share (excluding the Bison CVR). This represented a premium of 6.1 per cent. to System1’s closing share price of 340 pence per share on 6 October 2026.
Brave Bison is valuing the Final Offer at 405 pence using a 20-day-volume weighted average closing share price of 94 pence on 10 July 2026, excluding the Bison CVR, which the Board believes is misleading. We will set out below a thorough assessment of the Bison CVR. In summary, we recommend that System1 shareholders treat the Bison CVR with great caution. It is the Board’s view that the inclusion of the Bison CVR and the use of 94 pence as the value of a Brave Bison share is a simple attempt by Brave Bison to inflate the value of their offer. The current Brave Bison share price (as at 14 October 2026) is 77.5 pence per share NOT 94 pence per share.
On 15 October 2026, the Board announced that it did not see the Final 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 rejected the Final Offer and the Alternative Offer.
Summary Overview
The Board has set out below the following summary points which they believe System1 Shareholders should be aware of.
- The Board is highly confident in a successful independent future for System1.
- Brave Bison is valuing the Final Offer at 405 pence using a 20-day-volume weighted average closing share price of 94 pence on 10 July 2026, excluding the Bison CVR, which the Board believes is misleading. It is the Board’s view that this is a simple attempt to inflate the perceived value of Brave Bison’s Final Offer.
- Using Brave Bison’s closing share price on 6 October 2026, being the last Business Day before the announcement of the Final Offer, the value of the Final Offer is 360.75 pence excluding the Bison CVR, a premium of only 6.1 per cent. to the System1 share price of 340 pence per share on 6 October 2026.
- Bison CVR: System1 Shareholders should consider this with great caution. Any payment made to System1 Shareholders will only occur in mid-2028, it has not been cash confirmed by Brave Bison’s financial advisers and is subject to various conditions as set out below.
- We have received in writing System1 Shareholder support to reject the Final Offer totalling 31.4 per cent of System1’s issued ordinary share capital. This support includes three of the top four System1 Shareholders.
- Lord Ashcroft, who is Brave Bison’s largest shareholder, and a holder of 16.46 per cent of System1’s issued ordinary share capital has provided written confirmation of his intention to reject the Final Offer. Brave Bison’s largest shareholder is not supportive of this Final Offer.
- To date, Brave Bison has provided very little written shareholder support for its Final Offer with the majority coming from former System1 employees and their friends and family.
- Excluding Brave Bison’s own holding in System1 of 27.85 per cent., Brave Bison has secured additional support from only 11.82 per cent.
- Brave Bison’s strategic rationale for acquiring System1 remains largely unclear. System1 would be an independent entity within the Enlarged Group. What value does that add for System1 or its customers?
- In its announcement of the Final Offer, Brave Bison acknowledges the importance of System1’s database which could become the creative intelligence layer inside global advertisers’ AI marketing systems. It is however unclear what value Brave Bison would bring in delivering this outcome; System1 believes it can achieve this better as an independent standalone company rather than being owned by Brave Bison.
- System1’s AI strategy is being developed, supported by its extensive database of adverts tested with System1’s proprietary methodology, which the Board believes is a valuable asset to System1 and supports its AI strategy; it is unclear what new content or capability Brave Bison could bring to System1 to support System1’s AI strategy.
- System1 has recently reported continued positive trading, including an increase to the market expectations on adjusted profit before tax. In accordance with the Code, we have been required to have these expectations reported on by our advisers, as announced on 24 September 2026.
- System1’s M&A strategy; we are open to incremental value enhancing M&A that complements the Company’s existing organic growth strategy.
- We have a strong balance sheet with £11.2 million in net cash (as at 31 August 2026). Brave Bison has confirmed it is borrowing money from Barclays to fund its Final Offer. The cash element of the Final Offer will cost approximately £16.5 million. It would look like System1’s net cash would then be used to repay much of this debt rather than be used to support our own growth plans.
- Brave Bison’s organic growth remains unclear. Based on information provided in their financial statements, we are concerned that some of their acquired businesses may not have been growing post-acquisition. If this is the case it could impact the future value of Brave Bison Shares.
- The Board believes there is the potential for there to be an overhang in Brave Bison’s Shares if the Final Offer succeeds as only two of System1’s major shareholders currently choose to own Brave Bison shares, and therefore some System1 Shareholders who accept the Final Offer may look to sell their Brave Bison Shares, which could detrimentally impact the value of the Brave Bison Shares that System1 Shareholders would receive.
- System1’s Board are concerned that there could be a departure of key talent from System1 if the Final Offer was successful, as a result of being owned by Brave Bison.
- As a result, System1’s Board unanimously and unequivocally rejects the Final Offer
Brave Bison’s strategic rationale is unclear
Brave Bison has stated that System1 will form a newly established Marketing Effectiveness division within Brave Bison. System1 will in effect be a standalone business within Brave Bison.
Brave Bison has stated the following:
- “Over 20 years, System1 has built one of the largest databases linking the characteristics of advertising to emotional response and commercial results. As advertisers move their marketing into AI-driven systems, that database can become central to how campaigns are created and approved. Under Brave Bison’s ownership, System1 would evolve from a research platform into the creative intelligence layer inside global advertisers’ AI marketing systems, predicting how people will feel each time those systems create, edit or approve marketing activity.”
What does Brave Bison bring to System1 that System1 is not already doing? System1 is already focused on pursuing this strategy as a standalone company listed in London. System1 is increasing traction and believes it is better placed to pursue this strategy independent of Brave Bison. This database is a valuable asset and supports System1’s AI strategy.
- “...that a combination of System1 with its business has a strong underlying industrial logic and would create AIM’s challenger marketing and data company.”
The Board acknowledges there are benefits that can be achieved by having increased scale and with the removal of certain central costs but notes that these benefits are likely to be limited in the proposed combination with Brave Bison as System1 would be a standalone business within the Enlarged Group. The Board believes this is different to strategic rationale. Brave Bison does not have a marketing effectiveness platform, and the Board believes there is limited commercial overlap in the two businesses’ offering.
- that the combination of Brave Bison and System1 “...would enable decisive investment to compete against well-resourced rivals.”
The Board notes that System1 has no debt and a strong cash balance and can make investments in growth without being part of Brave Bison.
- that the “...combined financial firepower and infrastructure would accelerate product development and support attracting and retaining world-class talent.”
The Board believes System1 can do this effectively without being owned by Brave Bison.
- that the Enlarged Group would benefit from “...the combined scale, capital and talent base to enable decisive investment” in AI capabilities.
The Board believes that its standalone AI strategy can deliver the benefits independently, again without being part of Brave Bison.
The Board also notes the proposed restructuring of Brave Bison into three divisions and that Marketing Effectiveness would comprise System1 on a standalone basis. The System1 Board are concerned about the ability to execute on this aspiration under the ownership of Brave Bison.
The Board remains unclear about the merits of the strategic rationale of Brave Bison acquiring System1. This is different to the industrial logic that Brave Bison sets out around scale. The Board accepts that the Enlarged Group would be larger than Brave Bison is currently, and there would be the removal of some duplication of certain head office roles and functions and other costs. However, this does not feel strategic nor reflective of an ability to accelerate growth. The Board considers that a change of ownership alone would not deliver tangible benefits to shareholders or customers.
System1’s AI strategy is already being developed, supported by its extensive database
At System1’s capital markets day on 22 October 2025, it set out its initial thoughts on how AI could be used by System1 to support its future growth.
System1 recognised the AI opportunity/threat and in order to win in the AI world, System1 believes that a company needs data to train the large language models. System1’s advertising and innovation database has millions of human emotion data points which System1 believe to be key in delivering its AI strategy and that AI in combination with humans is a winning formula.
System1 has built a team to deliver its AI strategy, both internally and through its partnerships, such as with BionicX and by recruiting a new Chief Product and Technology Officer.
It is unclear what Brave Bison would bring to System1 to support System1’s AI strategy, as System1 understands Brave Bison has no relevant database or complementary skillset that can support System1’s existing AI strategy.
Launch of Test Your Ad Screen
On 27 August 2026, System1 announced the launch of Test Your Ad Screen, an AI screening tool providing rapid, directional predictions of an advertisement’s commercial effectiveness.
This tool has been trained on 18 million real human emotional responses from System1’s Test Your Ad Competitive Edge database, which the Company believes to be the world’s largest database of human emotional norms. The new tool helps marketers screen up to 100 finished long form adverts or other pieces of creative material (“creative assets” or “assets”) at a time, with results available in approximately 10 minutes.
Test Your Ad Screen expands System1’s existing product offering, providing a more affordable entry point for new customers and enabling existing clients to assess a greater volume of creative assets. The launch supports the Group’s strategy of driving growth through product innovation, customer expansion and new customer acquisition. The business is already well into its second generation of emotional prediction models to further advance this offering.
Brave Bison’s organic growth remains unclear
As previously noted by the Board, a key limb of Brave Bison’s strategy is to acquire businesses to build scale, and it has acquired several businesses over the past few years and grown its overall equity value. Brave Bison’s financial results do not separately disclose the organic or “like-for-like” growth of Brave Bison excluding the impact of acquisitions made in any given financial year. As a result, it is not possible to assess the longer-term contribution made by Brave Bison’s acquisitions to
the reported revenue and profit growth and therefore to determine whether the underlying Brave Bison Group, excluding acquisition(s) made in any given financial year, is actually growing revenue or profit.
Shareholders should be aware that since the 16 September 2026 announcement by System1, where System1 raised the subject of Brave Bison’s organic growth, Brave Bison has not provided any information on its historical organic growth, nor have they discussed this with System1. As a result, the System1 Board do not believe that it is possible to properly assess the longer-term contribution made by Brave Bison’s acquisitions to Brave Bison’s reported revenue and profit growth and therefore to determine whether the underlying Brave Bison Group, excluding acquisition(s) made in any given financial year, is growing revenue or profit.
Brave Bison has announced five acquisitions since December 2024 (excluding its investment in System1), which is a significant step up in activity as compared to four acquisitions for the period from April 2020 to February 2023. The only business where Brave Bison has reported post-acquisition growth in the last year is MiniMBA, which Brave Bison confirmed to have grown at 18 per cent..
The Board therefore believes that it may be challenging for System1 Shareholders to make an informed decision on the merits of receiving Brave Bison Shares as part of accepting the Final Offer.
The Board believes this is a relevant consideration for System1 Shareholders who are considering whether to accept the Final Offer or the Alternative Offer.
Shareholder support to reject the Final Offer
The Board confirms that System1 has received updated written confirmations from each of its Directors that they have no current intention to accept the Final Offer in respect of their own beneficial holdings (or System1 Shares over which they control the voting rights) totalling 1,031,260 System1 Shares, representing in aggregate approximately 8.13 per cent. of System1’s issued ordinary share capital as at 14 October 2026, which includes Crucible Clarity Fund (Lewis Robinson, Non-Executive Director of System1, has an interest in the Company via Crucible Clarity Fund. Crucible Clarity Fund is managed by Crucible Management Limited and Lewis Robinson is on the board of directors that control voting, acceptance and trading decisions).
In addition to the letters of intent received from the System1 Directors, System1 has received updated written confirmations from certain other System1 Shareholders, that they have no current intention of accepting Brave Bison’s Final Offer in respect of their beneficial holdings totalling 2,950,795 System1 Shares, representing in aggregate approximately 23.26 per cent. of System1’s issued ordinary share capital as at 14 October 2026.
In total, System1 has received written confirmations from certain System1 Shareholders, including the Company’s three largest shareholders, other than Brave Bison, (Bainsville Commercial Inc., an entity owned and controlled by Lord Ashcroft, Brave Bison’s largest shareholder, BGF and Crucible), who have stated that they have no intention to accept Brave Bison’s Final Offer in respect of their beneficial holdings totalling 3,982,055 System1 Shares, representing in aggregate approximately 31.38 per cent. of System1’s issued ordinary share capital as at 14 October 2026.
The Board notes the quote from Lord Ashcroft, contained within the letter of intent from Bainsville Commercial Inc., which stated:
“I am a shareholder in both Brave Bison and System1 with holdings in each company of 23.3% and 16.46% respectively.
Until such time that Brave Bison restructures its Board and adopts best practice of corporate governance it is not my intention to accept their offer for System1. If this Final Offer fails, Brave Bison will not be able to make another bid for System1 for 12 months. This will give time for the System1 Board to deliver on their opinion that this Final Offer is inadequate. It will also give Brave Bison time to deliver on their projections and improve their corporate governance.
I shall be requesting that Julia Robertson, a seasoned executive and former CEO of AIM listed Impellam Group plc and current Chairman of AIM listed Optima Health plc joins the board of System1 for the 12 months referred to above to assist in their development. After 12 months, on the basis that I remain a significant shareholder in both System1 and Brave Bison, my intention is to review the situation further at that time.”
The Board notes that, as at the date of this document, it has not received any request from Lord Ashcroft regarding the appointment of Julia Robertson, or any other individual, to the Board of System1. Any such request would be considered by the Board following the conclusion of the Offer Period, in accordance with its usual governance procedures and having regard to the best interests of all System1 Shareholders.
Limited Shareholder Support for the Final Offer
The Board notes the references in the Final Offer Announcement in relation to certain System1 shareholder support for the Final Offer, representing approximately 11.82 per cent. of the System1 issued share capital (excluding Treasury Shares). The Board notes that the only additional support for the Final Offer that is in addition to that received in respect of the Fourth Offer, is from Cornamusa Capital EAF, SL (in its capacity as advisor to Gesalcala SGIIC) in respect of 61,000 System1 Shares, representing only 0.48 per cent of System1’s issued ordinary share capital as at 14 October 2026 (“Cornamusa”).
The Board notes that support for the Final Offer comes from two institutional shareholders, one of which is Cornamusa and the other, Heritage Capital Management Limited and Heritage Fund Managers Limited (“Heritage”). Heritage and Cornamusa have an interest in System1 of 3.06 per cent. in aggregate. The remainder of the support for Brave Bison’s Final Offer comes from John Kearon’s former wife (Sarah Kearon) and mother (Heather Kearon); Stefan Barden and family; and Alex Batchelor. The Board notes that John Kearon, Stefan Barden and Alex Batchelor have all been previously employed by System1, as Board directors at various points, but no longer have any operational or executive involvement with the Company.
System1’s continued positive trading: recent increase to market expectations on adjusted PBT
On 24 September 2026, System1 released a trading update detailing a strong trading performance. The trading update set out, inter alia, the following financial information:
- adjusted profit before tax for the five months ending 31 August 2026 (“5M FY27”) of £2.1 million; and
- an increase in full year guidance in relation to adjusted profit before tax(1) for the year ended 31 March 2027 (“FY27”) from £4.2 million to £5.0 million.
As previously announced on 9 September 2026, System1’s revenues for 5M FY27 were ahead of the five months ending 31 August 2025 (“5M FY26”), benefiting from an increase in engagement with existing customers and continued momentum in new business performance. Effective cost management has enabled a significant year-on-year improvement in adjusted profit before tax on total revenue growth of 11 per cent..
A gross profit margin of 87 per cent. was achieved for 5M FY27, in line with 5M FY26. Total overhead expenditure in 5M FY27 was slightly lower than 5M FY26 with lower salary costs partially offset by increased marketing expenditure.
As a consequence of double-digit revenue growth, a modest reduction in expenditure, and the operational gearing of the business, adjusted profit before taxation for 5M FY27 increased to £2.1 million (5M FY26: £0.3 million) (“5M FY27 Profit Forecast”). The Board would note that the adjusted profit before taxation for 5M FY27 is similar to the adjusted profit before tax for the 12 months ended 31 March 2026 of £2.2 million.
Following the results for 5M FY27, in the trading update, the Board noted it had reviewed its forecasts for FY27 and confirmed that it now expects adjusted profit before tax for FY27 to be approximately £5.0 million, 19 per cent. higher than current market consensus expectations (“FY27 Profit Forecast”), which is a return to the profit levels achieved in the year ended 31 March 2025 (“FY25”). Revenue is expected to remain in line with consensus.
- Adjusted Profit before Taxation is before share based payments and expenditure incurred as a result of the Offer Period
The Company implemented targeted initiatives to increase cost efficiency in the second half of the year ended 31 March 2026, which included carefully optimising go-to-market and regional resourcing plans. The Company has continued to review its cost base in FY27 and has identified additional improvements to operational efficiency through workflow standardisation, improving systems, resource optimisation, and the use of AI and automation to simplify delivery processes and improve productivity, as well as certain other discretionary costs.
System1’s M&A strategy
As set out in the Initial Response Document, the Board is fully cognisant of the need to continue to drive value for shareholders and is open to value enhancing M&A opportunities to complement the Company’s existing organic growth strategy.
The Board believes System1 is well positioned to benefit from the growing trend among major advertisers to reconnect creative and media strategy with execution. The Board also believes System1 has an opportunity to accelerate growth across its advertising, innovation and brand offerings through continued investment and, where appropriate, strategic partnerships and M&A targeted acquisitions. Such opportunities could accelerate the development of new products, enhance the Group’s capabilities, broaden its addressable market and strengthen its access to complementary technology, intellectual property and talent.
As clients increasingly seek a unified view of marketing effectiveness, the Company sees a significant opportunity to expand its capabilities in media effectiveness prediction, measurement and reporting, both organically and potentially through partnerships and strategic acquisitions.
The Board believes the Group is well positioned to pursue these opportunities as an independent company, supported by a strong balance sheet and significant financial flexibility.
The value of the Final Offer: insufficient premium for control
The Final Offer, based on Brave Bison’s closing share price of 75.5 pence per share on 6 October 2026, being the last Business Day before the announcement of the Final Offer, implied a value of 360.75 pence per System1 Share (excluding the Bison CVR). This represented a premium of only 6.1 per cent. to System1’s closing share price of 340 pence per share on 6 October 2026.
The Final Offer is a takeover. It is not a merger where one might expect to see low or no premiums implied from an all share, exchange ratio, type transaction. Brave Bison is offering a combination of cash and its own shares as consideration for your System1 Shares. If a company is acquiring control of another company that will enable the acquirer to benefit from synergies from the acquisition, then it is customary that an acquirer should pay a control premium for that benefit.
The Board does not believe that the Final Offer provides a sufficient premium for the control of System1. An offer made without a notable premium to the current share price is not customary and does not provide all System1 Shareholders with a suitable premium for control.
Using the most recent closing prices (on 14 October 2026) for Brave Bison and System1, the Final Offer implies a price of 365.5 pence per System1 Share, representing a 4.4 per cent. premium to the current value of your System1 Shares, which the Board does not believe provides a sufficient premium for the control of System1.
The Board notes that the Final Offer continues to use the 20-day-volume weighted average closing share price of Brave Bison of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period). Shareholders should note that this is not the level at which the Brave Bison Shares were trading at that time, as Brave Bison’s closing share price on 10 July 2026 was 90.5 pence. It is the Board’s view that this is a simple attempt to inflate the perceived value of Brave Bison’s Final Offer.
Bison CVR: System1 shareholders should consider this with caution
Brave Bison has included a CVR as a component of the overall consideration for the Final Offer, equating to up to 20 pence in cash per System1 Share. The Bison CVR is payable to System1 Shareholders who accept the Final Offer provided that the volume weighted average price of a Brave Bison Share is 94 pence or lower for the 60 trading days following publication of Brave Bison’s financial year 2027
final results (expected by Brave Bison to be announced in or around April 2028). For the avoidance of doubt, the Bison CVR payment is either 20 pence or zero, there is no partial payout.
The Bison CVR is a binary payment rather than a true value guarantee and as such the Board believes provides limited downside protection in the event that Brave Bison’s share price falls below its current level. The benefit that could accrue from the Bison CVR being paid to System1 Shareholders is deferred until at least June 2028 (being 60 days after the estimated date of Brave Bison’s 2027 final results announcement in April 2028) and is contingent on a future Brave Bison share price test which is a 60-day VWAP test. Accordingly, the potential value of the Bison CVR is not 20 pence today, but 20 pence in July 2028, the estimated date of any potential payment.
Brave Bison’s financial adviser is not required under the Code to confirm that sufficient cash resources are available to Brave Bison to satisfy the Bison CVR payment and there is a risk that System1 Shareholders may not receive payment of the Bison CVR entitlement if, for any reason, Brave Bison is not in a position to meet its obligations under the Bison CVR at the relevant time. In such circumstances, Bison CVR holders would rank as unsecured creditors of Brave Bison alongside all other existing and future unsecured creditors of Brave Bison and would rank behind its secured creditors and preferred creditors (such as HMRC). There are also certain scenarios where the Bison CVR would terminate, as set out below.
The Board notes that the Bison CVR:
- is legally transferrable, but it will not be listed on AIM and will be evidenced in certificated form. It is considered likely that the Bison CVR will be a highly illiquid instrument as transfers are only able to be effected off-market;
- assessment of value is determined by Brave Bison itself rather than an independent party, and System1 has no right to appoint a representative to review the work performed by Brave Bison in assessing whether a Bison CVR payment is due. If the Bison CVR holders do not agree with the calculation of the Bison CVR payment, then only Bison CVR holders holding in aggregate more than 20 per cent of the outstanding Bison CVRs have the right to raise an objection notice. If the matter in dispute is not resolved, then an independent expert would be appointed.
- would terminate in the event of a takeover, delisting or sale of substantially all of Brave Bison’s assets, which in such a scenario would mean that the Bison CVR would not be paid out to those System1 Shareholders as a result of actions outside System1 Shareholders’ control;
- the Bison CVR payment is subject to certain conditions in the amended facilities agreement (including delivery of a certificate to the bank confirming that Brave Bison will remain in compliance with the financial covenants in the facility agreement for 12 months following the payment to Bison CVR holders); and
- is unsecured, non-voting and not entitled to dividends or return of capital. In addition to the Bison CVR being unsecured, it is not backed by any form of guarantee.
While Brave Bison has sought to present the Bison CVR as downside protection for System1 Shareholders, the Board believes its practical value could be limited. The Bison CVR is capped at 20 pence per System1 Share. It applies only in prescribed circumstances and leaves shareholders exposed to the overwhelming majority of the Brave Bison share price risk associated with the share element of the Final Offer. Furthermore, the Bison CVR is not equivalent to cash today and does not provide System1 Shareholders with a guaranteed recovery of value if Brave Bison’s share price underperforms. Any payment would be contingent on future events and conditions being satisfied and, in certain circumstances, no payment may be made at all.
The Board believes System1 Shareholders should view the Bison CVR as a modest and highly conditional contingent benefit, rather than meaningful protection against the risks inherent in accepting a significant proportion of consideration in Brave Bison Shares and does not consider that it fundamentally improves the value or certainty of the Final Offer.
Possible overhang in Brave Bison’s Shares following the acquisition of System1
The Board notes that System1 Shareholders who accept the Final Offer will receive shares in Brave Bison, as well as cash.
The Board believes there is the potential for there to be an overhang in Brave Bison’s Shares if the Final Offer succeeds. The Board believes that only two of System1’s major shareholders currently choose to own Brave Bison Shares (Bainsville Commercial Inc. (which is owned and controlled by Lord Ashcroft) and Heritage). There is the risk therefore that some System1 Shareholders who accept the Final Offer may look to sell their Brave Bison Shares, which could detrimentally impact the value of the Brave Bison Shares that System1 Shareholders who accept the Final Offer would receive.
References by Brave Bison to various premia are inappropriate
The Board notes the references in the Final 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 important fact that System1 announced positive trading updates on 16 March 2026, 21 April 2026, 8 July 2026, 10 September 2026 and 24 September 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. This is 14 pence per share higher than the share price on 27 February 2026, the date prior to the announcement of Brave Bison’s investment in System1.
The Board notes that the Final Offer used the 20-day-volume weighted average closing share price of Brave Bison of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period). System1 Shareholders should note that this is not the level at which the Brave Bison Shares were trading at that time. The closing share price of Brave Bison on 30 July 2026 was 88.5 pence per share.
The Board believes the trading update announcement on 16 March 2026, together with the publication of the Company’s 31 March 2026 year end results, announced on 8 July 2026, and the trading updates announced on 10 September 2026 and 24 September 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 Day before the commencement of the Offer Period.
Share liquidity not guaranteed to improve
The Final Offer references that Brave Bison believes that the Enlarged Group would benefit from improved share liquidity for both Brave Bison and System1’s Shareholders as part of the Enlarged Group.
The Board notes that Brave Bison’s Shares are tightly held, with 55.4 per cent. owned by the top four shareholders in Brave Bison. Over the past two years, the average daily volume of shares traded (as a percentage of the relevant issued share capital) is not materially different between Brave Bison and System1. There can be no guarantee that Brave Bison’s share liquidity will be improved if System1 Shareholders accept the Final Offer and become shareholders in the Enlarged Group. In addition, there can be no guarantee that the Enlarged Group would become a constituent of the AIM 100 index.
Opportunistic timing
Brave Bison acquired its approximate 28 per cent. holding in System1, in large part from System1’s founder and former director, at an average in-price of 242 pence per System1 Share. The timing for this acquisition of System1 Shares was well placed on 2 March 2026, not long before the announcement of System1’s improved trading and outlook on 16 March 2026.
Since becoming System1’s largest shareholder, Brave Bison has had certain access to information and diligence via the relationship agreement that was put in place. Brave Bison can see the underlying improvements and activity in the business. The trading update announced in 2026 highlights our positive trading. We believe the Final Offer and the Alternative Offer are opportunistic and do not reflect the underlying momentum in the business or its wider strategic value.
Possibility of a departure of talent from System1
The System1 Board are concerned that there could be a departure of key talent from System1 if the Final Offer was successful given the Board’s belief of differing corporate cultures at System1 and Brave Bison.
The relevant history
On 8 June 2026, the Board 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 per cent.(2) 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 engaged constructively and shared certain information with Brave Bison. This led to a period of positive dialogue between System1 and Brave Bison, with the intention of helping Brave Bison to materially improve the terms of its Initial Proposal.
Following the Initial Proposal, no further proposal was received from Brave Bison and as a result, the Board unanimously and unequivocally rejected the Initial Proposal on 8 July 2026.
On 13 July 2026, Brave Bison announced an unsolicited proposal to acquire System1 based on a reduced exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 Share (the “Revised Proposal”). This represented a value of 317 pence per System1 Share, based on the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the 13 July Announcement.
The Board of System1 was informed of the 13 July 2026 Announcement on 10 July 2026. It considered the Revised Proposal and believed it materially undervalued System1. The Board unanimously and unequivocally rejected the Revised Proposal.
On 30 July 2026, Brave Bison announced (the “Brave Bison Rule 2.7 Announcement”) an unsolicited offer to acquire System1 for a consideration of 2.04 new Brave Bison shares and 135 pence in cash for each System1 Share (the “Original Cash and Shares Offer”). Brave Bison also announced an all-share offer, comprising 3.36 Brave Bison shares for each System1 Share (the “Alternative Offer”), as an alternative to the Original Cash and Shares Offer.
On 31 July 2026, the Board announced that it did not see the Original Cash and Shares 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 rejected the Original Cash and Shares Offer and the Alternative Offer.
On 27 August 2026, Brave Bison released an announcement (the “First Brave Bison Offer Document Posting Announcement”) in relation to the posting of the Brave Bison offer document (“First Offer Document”) following the Brave Bison Rule 2.7 Announcement released on 30 July 2026 by Brave Bison in relation to the Original Cash and Shares Offer and the Alternative Offer.
On 28 August 2026, the Board released an announcement in relation to the Brave Bison Offer Document Posting Announcement. The Board noted that there was no change in the terms of the Original Cash and Share Offer or the Alternative Offer in the First Offer Document from that announced in the Brave Bison Rule 2.7 Announcement. The Board also noted that the First Offer Document did
- 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.
not include any irrevocable undertakings or letters of intent from System1 Shareholders expressing support for the Original Cash and Shares Offer or the Alternative Offer.
On 28 August 2026, the Board stated that it did not see the Original Cash and Shares 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 rejected the Original Cash and Shares Offer and the Alternative Offer.
On 10 September 2026, the Board published its response document (the “Initial Response Document”) in respect of the First Offer Document, including a letter from the Chairman of the Company setting out the Board’s views on the Original Cash and Shares Offer and Alternative Offer and the reasons for the Board’s unanimous rejection of the Original Cash and Shares Offer and Alternative Offer.
On 14 September 2026, Brave Bison announced an unsolicited offer to acquire System1 for a consideration of 2.394 new Brave Bison shares and 135 pence in cash for each System1 Share (the “Fourth Offer”). Brave Bison also reconfirmed the Alternative Offer, comprising 3.36 Brave Bison shares for each System1 Share, as an alternative to the Fourth Offer.
Based on Brave Bison’s closing share price of 86.0 pence per share on 11 September 2026 (being the last Business Day before the announcement of the Fourth Offer), the Fourth Offer implied a value of approximately 340.88 pence per System1 Share. This represented a premium of 1.5 per cent. to System1’s closing share price of 336.0 pence per share on 11 September 2026, being the last Business Day before the announcement of the Fourth Offer.
On 16 September 2026, the Board announced that it did not see the Fourth Offer or the Alternative Offer as representing an acceptable fair value for all System1 Shareholders and, as a result, the Board of System1 unanimously and unequivocally rejected the Fourth Offer and the Alternative Offer.
On 17 September 2026, Brave Bison released an announcement (the “Second Brave Bison Offer Document Posting Announcement”) in relation to the posting of the second Brave Bison offer document (“Second Offer Document”) following the announcement of the Fourth Offer released on 14 September 2026 by Brave Bison in relation to the Fourth Offer and the Alternative Offer.
On 28 September 2026, Brave Bison provided a verbal offer to acquire System1 for a consideration of 2.394 new Brave Bison Shares and 180 pence in cash for each System1 Share. Brave Bison did not confirm the terms of the Alternative Offer, but the board of System1 assumed that it was unchanged at 3.36 Brave Bison Shares for each System1 Share, as an alternative to the Final Offer.
The Board did not see this offer to represent an acceptable fair value for all System1 Shareholders and, as a result, the Board of System1 unanimously and unequivocally rejected the Final Offer in writing.
On 7 October 2026, Brave Bison announced an unsolicited offer to acquire System1 for a consideration of 2.394 new Brave Bison Shares, 180 pence in cash and 1 Bison CVR (a contingent value right which may deliver 20 pence in cash (the “Bison CVR”)) for each System1 Share (the “Final Offer”). Brave Bison also reconfirmed the Alternative Offer as unchanged, comprising 3.36 Brave Bison Shares for each System1 Share, as an alternative to the Final Offer.
On 15 October 2026, the Board announced that it did not see the Final Offer or the Alternative Offer as representing an acceptable fair value for all System1 Shareholders and, as a result, the Board of System1 unanimously and unequivocally rejected the Final Offer and the Alternative Offer.
Alternative Offer
The Board also notes the Alternative Offer, based on Brave Bison’s closing share price of 77.5 pence on 14 October 2026, being the last Business Day before this announcement, implies a value of 260.4 pence for each System1 Share. This represents a discount of 25.6 per cent. to System1’s closing share price of 350 pence per share on 14 October 2026, being the last Business Day before this announcement.
Recommendation to Reject the Offer
The System1 Board, who have been so advised by Canaccord Genuity as to the financial terms of the Offer, does not consider the terms of the Offer to be fair and reasonable, and unanimously recommends that System1 Shareholders reject Brave Bison’s wholly inadequate offer – which materially undervalues the Company – and take no action in respect of their shares.
Canaccord Genuity is providing independent financial advice to the System1 Directors under Rule 3 of the Code. In providing their views, Canaccord Genuity has taken into account the commercial assessments of the System1 Directors. The Directors have no current intention to accept Brave Bison’s Offer in respect of their own shareholdings.
Yours faithfully,
Rupert Howell
Chairman
The Response Document is published in accordance with Rule 25.1(a) of the Code and will today be posted or otherwise made available to System1 Shareholders and persons with information rights.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Response Document.
Further information on the Company can be found at www.System1group.com.
For further information, please contact:
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System1 Group PLC |
via Alma |
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James Gregory, Chief Executive Officer |
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Chris Wilford Chief Financial Officer
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Canaccord Genuity Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser & Broker) |
Tel: +44 (0)20 7523 8000 |
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Simon Bridges / Andrew Potts / Harry Rees |
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Alma Strategic Communications |
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Caroline Forde / Hannah Campbell / Rose Docherty |
Tel: +44 (0)20 3405 0205 |
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Reed Smith LLP is acting as legal advisor to System1. |
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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 +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.
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.
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