Unequivocal Rejection of Offer from Brave Bison
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
28 August 2026
System1 Group PLC (AIM: SYS1)
("System1", or "the Company", or "the Group")
Posting of Offer Document by Brave Bison
Unequivocal Rejection of Offer from Brave Bison
The Board of System1 Group plc (the "Board") notes the announcement (the "Brave Bison Offer Document Posting Announcement") released on 27 August 2026 by Brave Bison Group plc ("Brave Bison") in relation to the posting of the Brave Bison offer document ("Offer Document") following the announcement (the "Brave Bison Rule 2.7 Announcement") released on 30 July 2026 by Brave Bison in relation to an offer for System1 for a revised consideration of 2.04 new Brave Bison shares and 135 pence in cash for each System1 share (the "Cash and Share Offer") or 3.36 New Brave Bison Shares for each System1 Share held (the "Alternative Offer").
The Board notes that there is no change in the terms of the Cash and Share Offer or the Alternative Offer in the Offer Document from that announced in the Brave Bison Rule 2.7 Announcement. The Board also notes that the Offer Document does not include any irrevocable undertakings or letters of intent from System1 shareholders expressing support for the Cash and Share Offer or the Alternative Offer.
The Cash and Shares Offer, based on Brave Bison's closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implied a value of 321.7 pence per System1 share. This represented a discount of 6.8 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.
The Cash and Shares Offer, based on Brave Bison's closing share price of 84.5 pence per share on 26 August 2026, being the last business date before the Brave Bison Offer Document Posting Announcement, implies a value of 307.4 pence per System1 share. This represents a discount of 8.2 per cent. to System1's closing share price of 335.0 pence per share on 26 August 2026.
The Alternative Offer, based on Brave Bison's closing share price of 91.5 pence on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implied a value of 307.4 pence for each System1 share. This represented a discount of 10.9 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.
The Alternative Offer, based on Brave Bison's closing share price of 84.5 pence on 26 August 2026, being the last business date before the Brave Bison Offer Document Posting Announcement, implies a value of 283.9 pence for each System1 share. This represents a discount of 15.2 per cent. to System1's closing share price of 335.0 pence per share on 26 August 2026.
The Board does not see the Revised Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1 continues to unanimously and unequivocally reject the Cash and Share Offer and the Alternative Offer.
1. Absence of shareholder support
The Board notes that in the Offer Document Brave Bison has not received any irrevocable undertakings or letters of intent from System1 shareholders.
2. The Cash and Share Offer or the Alternative Offer - no change in terms
The terms of the Cash and Shares Offer and the Alternative Offer contained in the Offer Document are unchanged from that set out in the Brave Bison Rule 2.7 Announcement.
Shareholders are advised to take no action at this time.
The Company is reviewing the Offer Document with its advisers and will set out its views and formal response in due course when it publishes its offeree board circular ("Circular"). The trading update that was previously expected to be announced in August 2026 will be included within the Circular.
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 Willford, 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 |
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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