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Strategic Investment in System1

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Brave Bison Group PLC has acquired a 28% stake in System1 Group plc through a share-for-share exchange with founder John Kearon and £1.3 million in on-market purchases, resulting in a blended acquisition price of 242 pence per System1 share, representing a 5.2x FY26e EV/EBITDA multiple. This strategic investment is expected to boost Brave Bison's adjusted profit after tax by approximately 5% on a pro-forma basis, with System1 projected to hold £12 million in net cash as of March 31, 2026. Following the admission of 9,810,504 new Brave Bison shares to trading on AIM on March 4, 2026, the company's total issued share capital will be 112,284,802 ordinary shares.

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Strategic 28% investment in marketing effectiveness leader System1

Brave Bison supports the board's strategy

Brave Bison, the next-generation marketing and technology partner for global brands, is pleased to announce the acquisition of a 28% direct equity interest in System1 Group plc ("System1") by way of a share-for-share exchange with John Kearon, System1's founder and largest shareholder, and on-market purchases totalling £1.3 million (together the "Strategic Investment").

In exchange for his 2,919,793 ordinary shares in System1, John Kearon will be issued with 9,810,504 new ordinary shares in Brave Bison, representing 8.7% of the Group's enlarged issued share capital, at an issue price of 74 pence per new Brave Bison share (the "Issue Price"). John Kearon has agreed to an 18-month lock up period.

In addition, Brave Bison has acquired a further 628,111 shares for cash via on-market purchases for a total consideration of £1.3 million at a price of 210 pence per share.

Based on the Issue Price and on-market purchases, the blended price per System1 share acquired is 242 pence, representing an FY26e EV/EBITDA of 5.2x.

Under the equity method of accounting, the Strategic Investment is expected to increase Brave Bison adjusted profit after tax by approximately 5% on a pro-forma basis. Based on consensus estimates, System1 is expected to report net cash as at 31 March 2026 of approximately £12 million.

Brave Bison is supportive of the strategy presented by the board of System1 at the company's capital markets day in October 2025 and, where possible, intends to provide support in the execution of this plan.

System1 Summary Financials

£m, 31 MarchFY23FY24FY25FY26e (1)
Revenue23.430.037.435.8
Adj. EBITDA1.64.46.63.6
Net Cash (2)5.79.612.912.2
  • Company compiled consensus estimates: Singer Capital Markets, 20 January 2026 and Canaccord Genuity, 20 January 2026
  • Excluding lease liabilities

John Kearon, Founder of System1, commented:

"I'm delighted to be rolling my equity interest in System1 into Brave Bison. I firmly believe that with Brave Bison's shared ambition, vision, and support, System1 will be best able to fulfil its growth potential and create a braver, brighter future."

About System1

System1 is a marketing effectiveness business that allows major brand advertisers to test marketing campaigns and product innovation through a purpose-built platform and data-led consultancy. Customers include Sky, Waitrose and Subway.

System1 was founded by John Kearon in 2006 and the company's flagship Test Your Ad is now one of the most respected creative testing platforms in the industry. Test Your Ad uses second-by-second emotional responses to score and rank creative campaigns against a database of over 120,000 adverts with over 18 million tracked emotional responses. Test Your Ad has grown from 81 customers in 2021 to 533 customers in 2025, and approximately 40% of System1's revenue is generated in the US.

Strategic Rationale

Shared customer needs and complimentary solutions

Brave Bison's mission to help businesses capitalise on the complexity of the modern marketing landscape aligns closely with System1's mission to make marketing more effective. In an increasingly fragmented, AI-accelerated and data-saturated environment, modern marketers face great difficulty in identifying the levers that truly drive growth.

With Brave Bison focused on orchestrating bespoke solutions across marketing consultancy, training and execution to capitalise on that complexity, System1 provides the behavioural science and predictive effectiveness framework that can ensure those decisions translate into measurable commercial impact.

Our two separate missions converge around a shared objective: enabling brands to make better decisions, deploy resources with greater confidence, and achieve measurable growth in an increasingly complex environment.

A unified and holistic view of marketing effectiveness for customers

System1's evidence-based principles of marketing effectiveness align directly with the marketing science foundations taught through the MiniMBA and delivered through Brave Bison's agency services, as is evidenced by a significant overlap across our existing customer bases.

Thought leadership as a commercial advantage

Brave Bison and System1 share a growth philosophy characterised by community, education and evidence-led thought leadership. Through MiniMBA founder Professor Mark Ritson, Brave Bison leverages one of the marketing industry's most respected voices to build credibility, deepen senior client relationships and create upstream commercial opportunity.

Similarly, System1 amplifies its effectiveness credentials through thought leaders such as John Kearon, Andrew Tindall (researcher and LinkedIn Top Voice), Orlando Wood (IPA Fellow, researcher and author) and Jon Evans (host of industry-leading podcast Uncensored CMO) to position the business at the forefront of the effectiveness debate. Both businesses have also seen significant success engaging and scaling loyal communities of marketers through their SocialMinds (Brave Bison) and Uncensored CMO (System1) podcasts.

In both cases, thought leaders are not just effective brand ambassadors but core drivers of demand generation, differentiation and trust.

Admission of new Ordinary Shares and Total Voting Rights

As a result of the Strategic Investment, application has been made for a total of 9,810,504 new Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on 4 March 2026 and the new Ordinary Shares will, on issue, rank pari passu in all respects with the Company's existing Ordinary Shares.

On Admission, the Company will have a total of 112,284,802 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 112,284,802 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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