Publication & Posting Of The Final Offer Document
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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER OR THE NEW BRAVE BISON SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AS SUPPLEMENTED BY THE INCREASED OFFER DOCUMENT AND THE FINAL OFFER DOCUMENT.
FOR IMMEDIATE RELEASE
9 October 2026
INCREASED FINAL* OFFER
by
BRAVE BISON GROUP PLC
(“BRAVE BISON”)
for
SYSTEM1 GROUP PLC
(“SYSTEM1”)
to create AIM’s challenger marketing data
and technology company
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
PUBLICATION AND POSTING OF THE FINAL* OFFER DOCUMENT
On 7 October 2026, Brave Bison announced the terms and conditions of its increased final* offer pursuant to which System1 Shareholders would be entitled to receive:
180 pence in cash
and
2.394 new Brave Bison Shares
and
1 Bison CVR
a contingent value right which may deliver 20 pence in cash
(the “Bison CVR”)
(in aggregate, the “Final Offer”)
Publication and Posting of the Final Offer Document
Brave Bison announces that a supplemental offer document which takes into account the terms of the Final Offer (the "Final Offer Document"), together with a revised form of acceptance and election (for System1 Shareholders holding System1 Shares in certificated form) (the “Final Form of Acceptance and Election”), are being published and posted to System1 Shareholders today, 9 October 2026.
A copy of the Final Offer Document and a sample Final Form of Acceptance and Election will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.
*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 Final Offer Announcement Date 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 Takeover Code after Day 39 of the Offer; or (iii) the Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.
Timetable
The Final Offer Document contains an expected timetable of principal events in relation to the Offer as follows:
|
Event |
Time and/or date |
|
Publication and posting of the Original Offer Document and the First Form of Acceptance and Election
|
27 August 2026 |
|
Publication and posting of the Increased Offer Document and the Second Form of Acceptance and Election
|
17 September 2026 |
|
Publication and posting of the Final Offer Document and the Final Form of Acceptance and Election
|
9 October 2026 |
|
Latest time and date by which the Offer can be accepted(1)(2)
|
1.00 p.m. on 26 October 2026 |
|
Latest date and time by which the Offer may be declared or become unconditional (i.e. “Day 60”)(3)
|
11.59 p.m. on 26 October 2026 |
|
Admission of, and dealings (for normal settlement) commence in New Brave Bison Shares on AIM(4) |
By or as soon as possible after 8.00 a.m. on the Business Day after the Offer becoming or being declared unconditional |
|
Despatch of share certificates in respect of New Brave Bison Shares, cheques in respect of fractional entitlements to New Brave Bison Shares (where applicable), certificates in respect of the Bison CVRs (where applicable) and payment of cash consideration to System1 Shareholders pursuant to the terms of the Offer(4)
|
No later than 14 calendar days after the Offer becoming or being declared unconditional
|
|
Long-Stop Date |
11.59 p.m. on 31 December 2026 |
_____
- If the Offer becomes or is declared unconditional and Brave Bison receives acceptances of the Offer in respect of and/or otherwise acquires 90 per cent. or more in value of the Offer Shares, Brave Bison intends to exercise its rights pursuant to the statutory squeeze-out provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining System1 Shares in respect of which the Offer has not at such time been accepted. If the Offer becomes or is declared unconditional, Brave Bison will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared unconditional.
- The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight (London time) on the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel).
- Brave Bison reserves the right to bring forward the date by which all of the Conditions must be satisfied or waived (and therefore shorten the period for which the Offer is open for acceptance) by publishing an Acceleration Statement in accordance with the requirements of the Takeover Code, specifying a new Unconditional Date.
- Any settlement of consideration pursuant to the Offer shall take place within 14 days of the Unconditional Date for any System1 Shareholder who has accepted the Offer prior to 1.00 p.m. on the Unconditional Date or, in the event that the Offer remains open for acceptances following being declared unconditional in accordance with the terms of the Offer within 14 days from receipt of a valid acceptance by a System1 Shareholder.
Action to be taken by System1 Shareholders
To accept the Offer, System1 Shareholders should take the actions set out in the Offer Document (as revised by the Increased Offer Document and the Final Offer Document) and, for holders of System1 Shares in certificated form, the accompanying Final Form of Acceptance and Election which accompanies the Final Offer Document.
System1 Shareholders who have not yet accepted the Offer are encouraged to do so as soon as possible in accordance with the procedures set out in paragraph 17 of Part 1 of the Final Offer Document.
Valid acceptances of the Offer made to date pursuant to the Original Offer Document or the Increased Offer Document shall be deemed to be acceptances of the Offer in accordance with paragraph 4 of Part D of Part 2 to the Original Offer Document. Therefore, System1 Shareholders who have already validly accepted (and not validly withdrawn) the Offer pursuant to the Original Offer Document or the Increased Offer Document are not required to take any further action in respect of the Offer.
Irrevocable Undertakings, Letters of Intent and Acceptance Condition
Brave Bison owns 3,534,010 System1 Shares, representing approximately 27.85 per cent. of System1’s issued share capital.
Irrevocable undertakings
Brave Bison has received irrevocable undertakings from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer in respect of 1,361,419 System1 Shares, representing approximately 10.73 per cent. of System1’s issued share capital at the Latest Practicable Date:
- Stefan Barden (being a former CEO and director of System1) and members of the Barden family in respect of 694,098 System1 Shares;
- Heritage Capital Management Limited and Heritage Fund Managers Limited in respect of 327,692 System1 Shares; and
- Sarah Kearon in respect of 339,629 System1 Shares.
These irrevocable undertakings replace and supersede the letters of intent previously given by the relevant System1 Shareholders, as previously announced by Brave Bison.
Further details of these irrevocable undertakings (including the circumstances in which they may lapse) is set out in Appendix 1 to this announcement.
Letters of intent
Brave Bison has, as previously announced, received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer:
- Alex Batchelor (being a former COO of System1) in respect of 63,096 System1 Shares; and
- Heather Kearon in respect of 14,465 System1 Shares.
In addition, Brave Bison has received a letter of intent from Cornamusa Capital EAF, SL (in its capacity as advisor to Gesalcala SGIIC) (“Cornamusa”) to recommend to Gesalcala SGIIC that Gesalcala SGIIC accepts, or procures the acceptance of, the Final Offer in respect of the 61,000 System1 Shares beneficially owned by Gesalcala SGIIC.
Accordingly, Brave Bison has received letters of intent to accept, or procure the acceptance of, (and in the case of the letter of intent from Cornamusa, to recommend that the beneficial owner procures the acceptance of) the Final Offer in respect of, in aggregate, 138,561 System1 Shares, representing approximately 1.09 per cent. of System1’s issued share capital at the Latest Practicable Date
Acceptance Level Update
In accordance with Rule 17 of the Takeover Code, Brave Bison is today providing an update on the level of acceptances received under the Offer.
As at 3:00 p.m.. yesterday, 8 October 2026, Brave Bison:
- had received valid acceptances of the Offer in respect of a total of zero System1 Shares;
- was interested in 3,534,010 System1 Shares (representing approximately 27.85 per cent. of System1’s issued share capital); and
- had received the irrevocable undertakings and letters of intent to accept the Offer that are described above (representing approximately 11.82 per cent. of System1’s issued share capital).
Therefore, as at 3:00 p.m. yesterday, 8 October 2026, Brave Bison is able to count a total number of 3,534,010 System1 Shares, representing approximately 27.85 per cent. of the existing issued share capital of System1, towards the satisfaction of the Acceptance Condition to the Offer.
In total, Brave Bison already either owns, or has received irrevocable undertakings and letters of intent to accept the Offer in respect of, in aggregate 5,033,990 System1 Shares representing approximately 39.67 per cent. of System1's issued share capital.
No acceptances have been received from persons acting in concert with Brave Bison or in respect of System1 Shares subject to an irrevocable undertaking or a letter of intent procured by Brave Bison.
Save as disclosed in this announcement and the Original Offer Document, 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).
Questions
If System1 Shareholders have any questions about this announcement, the Final Offer Document, the Increased Offer Document or the Offer Document, or are in any doubt as to how to complete the Final Form of Acceptance and Election (if they hold System1 Shares in certificated form) or as to how to make an electronic acceptance (if they hold System1 Shares in uncertificated form through CREST), please contact the Shareholder Helpline operated by MUFG on 0371 664 0321 or via email at shareholderenquiries@cm.mpms.mufg.com. Lines are open 9:00 a.m. to 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 randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Offer nor give any financial, investment, or legal advice.
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 8 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 and Joint Broker) |
+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 Final Offer Document, Original Offer Document, the Increased Offer Document, the Deed Poll and 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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election and the Deed Poll 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.
The Final Offer Document, the Original Offer Document, the Increased Offer Document, the Deed Poll and this announcement do 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.
The Final Offer Document, the Original Offer Document, the Increased Offer Document, the Deed Poll and this announcement have 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 16 of Part 1 of the Final 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 Final Form of Acceptance and Election (or, if already executed and delivered, the First Form of Acceptance and Election or the Second 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 and/or Bison CVRs 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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election and the Deed Poll 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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election or the Deed Poll 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 16 of the letter from Brave Bison set out in Part 1 of the Final 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 (and the Bison CVRs to be issued pursuant to the Final 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 and/or the Bison CVRs 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 and the Bison CVRs 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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election or the Deed Poll 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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election or the Deed Poll nor any other document relating to the Offer constitutes an offer of the New Brave Bison Shares or the Bison CVRs 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 and the Bison CVRs 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 and the Bison CVRs 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 and/or Bison CVRs 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 18.3 of Part 1 to the Final Offer Document.
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 Bison CVRs to which they would otherwise be entitled, the net cash proceeds (in sterling) of any Bison CVR Entitlement (if any), to be more fully described in the Final 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 16 of Part 1 of the Final Offer Document, and 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 and the Bison CVRs 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 and, if applicable, Bison CVRs 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 Final Offer or the Alternative Offer, or passed upon the adequacy or completeness of the Final Offer Document, 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, the Deed Poll, and the irrevocable undertakings and letters of intent described in this announcement are, 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.
Other Disclosure Requirements of the Takeover 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.
Rounding
Certain figures included or incorporated in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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, the Final Offer Document, the Original Offer Document and the Increased Offer Document (including information incorporated by reference in each document) contain 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. 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.
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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