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Publication & Posting Of Increased Offer Document

In brief · summary, not quotable

Brave Bison Group PLC has published and posted an increased fourth offer document to System1 Group PLC shareholders, detailing an offer of 135 pence in cash and 2.394 new Brave Bison Shares per System1 Share. As of 11:30 a.m. on September 17, 2026, Brave Bison holds 27.85% of System1's issued share capital and has received letters of intent for an additional 11.34%, bringing the total to 39.19%. The offer can be accepted until 1:00 p.m. on October 26, 2026, with the offer potentially becoming unconditional by the same date.

Full announcement

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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.

INCREASED FOURTH 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 INCREASED OFFER DOCUMENT

On 13 September 2026, Brave Bison announced the terms and conditions of its increased, fourth offer pursuant to which System1 Shareholders would be entitled to receive:

135 pence in cash

and

2.394 new Brave Bison Shares

(the “Fourth Offer”)

Publication and Posting of the Increased Offer Document

Brave Bison announces that a supplemental offer document which takes into account the terms of the Fourth Offer (the "Increased Offer Document"), together with a revised form of acceptance and election (for System1 Shareholders holding System1 Shares in certificated form) (the “Second Form of Acceptance and Election”), were published and posted to System1 Shareholders today, 17 September 2026.

Timetable

The Increased Offer Document contains an expected timetable of principal events in relation to the Offer as follows:

EventTime and/or date
Publication and posting of the Original Offer Document and the First Form of Acceptance and Election27 August 2026
Publication and posting of the Increased Offer Document and the Second Form of Acceptance and Election17 September 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 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 Date11.59 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. (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 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, for holders of System1 Shares in certificated form, the accompanying Second Form of Acceptance and Election which accompanies the Increased 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 15 of Part 1 of the Increased Offer Document.

Valid acceptances of the Offer made to date pursuant to the Original 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 are not required to take any further action in respect of the Offer.

Letters of Intent

Brave Bison has received the following letters of intent to accept the Fourth Offer in respect of, in aggregate, 1,438,980 System1 Shares, representing approximately 11.34 per cent. of System1’s issued share capital.

Name of System1 ShareholderNumber of System1 SharesPercentage of the issued System1 Shares (%)
Stefan Barden (1)513,6294.05
Liam Barden32,8340.26
Ennia Barden33,4170.26
Danny Barden47,0800.37
Mark Barden17,1380.14
Dennis Barden50,0000.39
Alex Batchelor63,0960.50
Sarah Kearon339,6292.68
Heather Kearon14,4650.11
Heritage Capital Management Limited and Heritage Fund Managers Limited327,6922.58

_____

Includes 50,089 System1 Shares held by Stefan Barden’s wife, Sandra Barden.

Acceptance Level Update

As at 11:30 a.m. today, 17 September 2026, Brave Bison:

had received valid acceptances of the Offer in respect of a total of zero System1 Shares;

had received the letters of intent to accept the Offer that are described above (representing approximately 11.34 per cent. of System1’s issued share capital).

Therefore, as at 11:30 a.m. today, 17 September 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 letters of intent to accept the Offer in respect of, in aggregate 4,972,990 System1 Shares representing approximately 39.19 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 a letter of intent procured by Brave Bison.

Save as disclosed in this announcement and the Increased Offer Document, none of:

Brave Bison;

the Brave Bison Directors or their respective connected persons;

any person acting in concert with Brave Bison; or

Questions

General

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Increased Offer Document.

In this announcement references to the issued share capital of System1 are based on 12,689,073 System1 Shares (excluding System1 Shares held in treasury) in issue as at 16 September 2026 (being the last Business Day prior to the date of this announcement) based on publicly available information.

Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.

The LEI of Brave Bison is 213800BEII7EWIN8X308.

The LEI of System1 is 213800TDLR42C3Q9ZB74.

No prospectus

Notices relating to 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 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.

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.

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