Unequivocal Rejection of Offer from Brave Bison
System1 Group PLC has unequivocally rejected Brave Bison's revised offer, which proposes 2.04 new Brave Bison shares and 135 pence cash, or 3.36 new Brave Bison shares, per System1 share. The Board considers these offers, which represent discounts of up to 15.2% to System1's share price, as not representing fair value for shareholders. Brave Bison's offer document, posted on August 27, 2026, contains no changes to the terms previously announced and includes no irrevocable undertakings from System1 shareholders. System1 will provide its formal response and include a trading update in its upcoming offeree board circular.
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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.
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.
- 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.
Rule 2.9 information
Other notices
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.