Acceptance Level Update
Brave Bison Group PLC has provided an update on its fourth offer for System1 Group PLC, stating that as of October 1, 2026, it had received valid acceptances for zero System1 Shares, but was interested in 3,534,010 System1 Shares, representing approximately 27.85% of the issued share capital. Additionally, Brave Bison has received letters of intent to accept the offer for 1,438,980 System1 Shares, approximately 11.34% of the issued share capital. Combining these, Brave Bison can count 4,972,990 System1 Shares, or approximately 39.19% of the issued share capital, towards the offer's acceptance condition. System1 Shareholders are urged to accept the offer by October 26, 2026.
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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.
OFFER
by
BRAVE BISON GROUP PLC
(“BRAVE BISON”)
for
SYSTEM1 GROUP PLC
(“SYSTEM1”)
Acceptance level update
Introduction
On 30 July 2026, Brave Bison announced a firm offer to acquire the c.72 per cent. of System1’s issued and to be issued share capital not already owned by Brave Bison (the “Offer Shares”), with an implied value of 327 pence per System1 share at the date of that announcement (the “Third Offer”). The Third Offer was made following two prior non-binding proposals made by Brave Bison to System1 on 8 June 2026 and 10 July 2026. On 27 August 2026, Brave Bison published the Original Offer Document.
On 13 September 2026, Brave Bison announced an increased fourth offer to acquire the Offer Shares with an implied value of 360 pence per System1 Share at the date of that announcement (the “Fourth Offer”). The increased offer document in connection with the Fourth Offer was published on 17 September 2026 (the “Increased Offer Document”).
Capitalised terms used in this announcement, unless otherwise defined, have the same meaning as set out in the Increased Offer Document.
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 Shareholder | Number of System1 Shares | Percentage of the issued System1 Shares (%) |
|---|---|---|
| Stefan Barden (1) | 513,629 | 4.05 |
| Liam Barden | 32,834 | 0.26 |
| Ennia Barden | 33,417 | 0.26 |
| Danny Barden | 47,080 | 0.37 |
| Mark Barden | 17,138 | 0.14 |
| Dennis Barden | 50,000 | 0.39 |
| Alex Batchelor | 63,096 | 0.50 |
| Sarah Kearon | 339,629 | 2.68 |
| Heather Kearon | 14,465 | 0.11 |
| Heritage Capital Management Limited and Heritage Fund Managers Limited | 327,692 | 2.58 |
_____
Includes 50,089 System1 Shares held by Stefan Barden’s wife, Sandra Barden.
Acceptance level update
In accordance with Rule 17 of the Takeover Code, Brave Bison is today providing an update on the level of acceptances received under the Offer.
As at 3.00 p.m. on 1 October 2026, Brave Bison:
had received valid acceptances of the Offer in respect of a total of zero System1 Shares;
was interested in 3,534,010 System1 Shares (representing approximately 27.85 per cent. of System1’s issued share capital); and
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 3.00 p.m. on 1 October 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
any person who is party to a Note 11 arrangement with Brave Bison or any person acting in concert with Brave Bison,
had any interest in or right to subscribe for any System1 relevant securities, or any short position in respect of System1 relevant securities or (save for any borrowed shares which have been on-lent or sold) had borrowed or lent any System1 relevant securities (including for these purposes any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).
Action to be taken by System1 Shareholders
System1 Shareholders who have not yet accepted the Offer are urged to do so as soon as possible, but in any event by no later than 1.00 p.m. (London time) on 26 October 2026 in accordance with the following procedures:
if you hold your System1 Shares, or any of them, in certificated form (that is, not in CREST), you should complete and return the Second Form of Acceptance and Election in relation to such certificated System1 Shares as soon as possible; and
if you hold your System1 Shares, or any of them, in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf, and that settlement of that Electronic Acceptance occurs, in relation to such uncertificated System1 Shares, as soon as possible.
Full details on how to accept the Offer are set out in paragraph 15 of Part 1 of the Increased Offer Document and (if applicable) the Second Form of Acceptance and Election.
- Questions
- General
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 1 October 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
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