Publication and Posting of Offer Document
Brave Bison Group PLC has published and posted its offer document to System1 Group PLC shareholders on August 27, 2026, detailing the terms of its takeover offer. The offer, initially open for acceptance until October 26, 2026, aims to create a challenger marketing data and technology company. The earliest date the offer can be declared unconditional is September 17, 2026, with payment expected by October 1, 2026, for those accepting by September 17. System1 shareholders are encouraged to accept the offer promptly.
Select text to share a quote on X · sign in to keep highlights & notes in your BBSN notes
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.
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 OFFER DOCUMENT
On 30 July 2026, Brave Bison announced the terms and conditions of its improved, revised proposal to acquire all of the issued and to be issued share capital of System1 not already owned by Brave Bison, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) ("Offer").
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document (as defined below).
Publication and Posting of the Offer Document
Brave Bison announces that the offer document containing, amongst other things, the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document"), together with the related Form of Acceptance and Election (for System1 Shareholders holding System1 Shares in certificated form), were published and posted today, 27 August 2026, to System1 Shareholders.
System1 Shareholders will need to take the action as set out in this announcement, the Offer Document, and for holders of System1 Shares in certificated form the accompanying Form of Acceptance and Election, to accept the Offer.
Expected Timetable of Principal Events
The Offer Document contains an expected timetable of principal events in relation to the Offer on page 8 which is also set out in the Appendix to this announcement.
Action to be taken by System1 Shareholders to accept the Offer
The Offer will initially be open for acceptance until 1:00 p.m. (London time) on 26 October 2026, unless the Unconditional Date is brought forward or extended by Brave Bison in accordance with the Takeover Code and as further described in Part D of Part 2 (Conditions and Further Terms of the Offer) of the Offer Document.
The earliest date on which the Offer may be declared unconditional is 17 September 2026. If the Offer is declared unconditional on this date, System1 Shareholders who have accepted the Offer prior to 17 September 2026 will receive payment by 1 October 2026. System1 Shareholders are therefore encouraged to accept the Offer as soon as possible.
System1 Shareholders who hold System1 Shares in certificated form should read paragraph 15.1 of Part 1 (Letter from Brave Bison) of the Offer Document and complete the accompanying personalised Form of Acceptance and Election in accordance with the instructions printed thereon. The completed Form of Acceptance and Election, together with the share certificate(s) and/or other document(s) of title, should be returned as soon as possible by post to MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to arrive no later than 1:00 p.m. (London time) on 26 October 2026 (or such other date set by Brave Bison as described further in the Offer Document). Further details on the procedures for acceptance are set out in paragraph 15.1 of Part I (Letter from Brave Bison) at Part 1 of the Offer Document
System1 Shareholders who hold their System1 Shares in uncertificated form (that is, in CREST) should read paragraph 15.2 of Part 1 (Letter from Brave Bison) of the Offer Document and ensure that an electronic acceptance is made by them or on their behalf and that settlement is made no later than 1:00 p.m. (London time) on 26 October 2026 (or such other date set by Brave Bison as described in the Offer Document). If such shareholders hold their System1 Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear. Further details on the procedures for acceptance of the Offer for holders of System1 Shares in uncertificated form are set out in in paragraph 15.2 of Part 1 (Letter from Brave Bison) of the Offer Document.
Questions
Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.
The LEI of Brave Bison is 213800BEII7EWIN8X308 and the LEI of System1 is 213800TDLR42C3Q9ZB74.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Brave Bison's current expectations and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to System1’s Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1. Unless otherwise stated, all times referred to in this announcement and timetable set out below are London times.
| Event | Time and/or date |
| Publication and posting of the Offer Document and the Form of Acceptance and Election | 27 August 2026 |
| Latest time and date by which the Offer can be accepted (1) (2) | 1.00 pm 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. 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 or such other date as announced by Brave Bison |
| Despatch of share certificates in respect of New Brave Bison Shares and cheques in respect of fractional entitlements to New Brave Bison Shares (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 |
_________
(1) 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. (90%) 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 Document, within 14 days from receipt of a valid acceptance by a System1 Shareholder.
Disclaimers
No prospectus
Notices relating to the United States
Neither this announcement, the Offer Document the Form of Acceptance and Election 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.
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 16(C) of Part 1 to the Offer Document.
US investors should closely read paragraph 14 of Part 1, as well as paragraph 7 of Part D to Part 2 of the Offer Document, for further details.
Neither the SEC nor any US state securities commission has approved or disapproved this Offer, or passed upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence.
Publication on Brave Bison website
Other Disclosure Requirements of the Code
No Profit Forecasts
Requesting Hard Copy Documents
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.