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Publication & Posting Of The Final Offer Document

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Brave Bison Group PLC has published its final offer document for System1 Group PLC, detailing an increased offer of 180 pence in cash, 2.394 new Brave Bison Shares, and one Bison CVR per System1 Share, with the CVR potentially delivering an additional 20 pence in cash. As of October 8, 2026, Brave Bison holds 27.85% of System1's issued share capital and has secured irrevocable undertakings and letters of intent for an additional 11.82%, bringing the total to 39.67% of System1's issued share capital. The offer is set to close for acceptances on October 26, 2026.

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 AND THE FINAL OFFER DOCUMENT.

INCREASED FINAL* 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 FINAL* OFFER DOCUMENT

On 7 October 2026, Brave Bison announced the terms and conditions of its increased final* offer pursuant to which System1 Shareholders would be entitled to receive:

180 pence in cash

and

2.394 new Brave Bison Shares

and

1 Bison CVR

a contingent value right which may deliver 20 pence in cash

(the “Bison CVR”)

(in aggregate, the “Final Offer”)

Publication and Posting of the Final Offer Document

Brave Bison announces that a supplemental offer document which takes into account the terms of the Final Offer (the "Final Offer Document"), together with a revised form of acceptance and election (for System1 Shareholders holding System1 Shares in certificated form) (the “Final Form of Acceptance and Election”), are being published and posted to System1 Shareholders today, 9 October 2026.

*The financial terms of the Offer are final and will not be increased, save that Brave Bison reserves the right to increase the financial terms of the Offer where: (i) there is an announcement on or after the Final Offer Announcement Date of an offer or possible offer, including a partial offer for greater than 30 per cent. of System1’s issued share capital, or a firm intention to make an offer for System1 by any third party offeror or potential offeror, including where any such announcement is made by System1; (ii) System1 makes an announcement of the kind referred to in Rule 31.8 of the Takeover Code after Day 39 of the Offer; or (iii) the Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.

Timetable

The Final 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
Publication and posting of the Final Offer Document and the Final Form of Acceptance and Election9 October 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, cheques in respect of fractional entitlements to New Brave Bison Shares (where applicable), certificates in respect of the Bison CVRs (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. 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 the Final Offer Document) and, for holders of System1 Shares in certificated form, the accompanying Final Form of Acceptance and Election which accompanies the Final 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 17 of Part 1 of the Final Offer Document.

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

Irrevocable Undertakings, Letters of Intent and Acceptance Condition

Brave Bison owns 3,534,010 System1 Shares, representing approximately 27.85 per cent. of System1’s issued share capital.

Irrevocable undertakings

Brave Bison has received irrevocable undertakings from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer in respect of 1,361,419 System1 Shares, representing approximately 10.73 per cent. of System1’s issued share capital at the Latest Practicable Date:

Stefan Barden (being a former CEO and director of System1) and members of the Barden family in respect of 694,098 System1 Shares;

Heritage Capital Management Limited and Heritage Fund Managers Limited in respect of 327,692 System1 Shares; and

Sarah Kearon in respect of 339,629 System1 Shares.

These irrevocable undertakings replace and supersede the letters of intent previously given by the relevant System1 Shareholders, as previously announced by Brave Bison.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) is set out in Appendix 1 to this announcement.

Letters of intent

Brave Bison has, as previously announced, received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer:

Alex Batchelor (being a former COO of System1) in respect of 63,096 System1 Shares; and

Heather Kearon in respect of 14,465 System1 Shares.

In addition, Brave Bison has received a letter of intent from Cornamusa Capital EAF, SL (in its capacity as advisor to Gesalcala SGIIC) (“Cornamusa”) to recommend to Gesalcala SGIIC that Gesalcala SGIIC accepts, or procures the acceptance of, the Final Offer in respect of the 61,000 System1 Shares beneficially owned by Gesalcala SGIIC.

Accordingly, Brave Bison has received letters of intent to accept, or procure the acceptance of, (and in the case of the letter of intent from Cornamusa, to recommend that the beneficial owner procures the acceptance of) the Final Offer in respect of, in aggregate, 138,561 System1 Shares, representing approximately 1.09 per cent. of System1’s issued share capital at the Latest Practicable Date

Acceptance Level Update

As at 3:00 p.m.. yesterday, 8 October 2026, Brave Bison:

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

had received the irrevocable undertakings and letters of intent to accept the Offer that are described above (representing approximately 11.82 per cent. of System1’s issued share capital).

Therefore, as at 3:00 p.m. yesterday, 8 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 irrevocable undertakings and letters of intent to accept the Offer in respect of, in aggregate 5,033,990 System1 Shares representing approximately 39.67 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 an irrevocable undertaking or a letter of intent procured by Brave Bison.

Save as disclosed in this announcement and the Original 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 Final Offer Document.

In this announcement references to the issued share capital of System1 are based on 12,689,073 System1 Shares (which excludes System1 Shares held in treasury) in issue as at 8 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, the Final Offer Document, the Final Form of Acceptance and Election or the Deed Poll 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 18.3 of Part 1 to the Final Offer Document.

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 Bison CVRs to which they would otherwise be entitled, the net cash proceeds (in sterling) of any Bison CVR Entitlement (if any), to be more fully described in the Final Offer Document.

US investors should closely read paragraph 16 of Part 1 of the Final Offer Document, and paragraph 7 of Part D to Part 2 of the Original Offer Document, for further details.

Brave Bison reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act 2006. A scheme of arrangement is not subject to the tender offer rules under the U.S. Exchange Act and therefore would be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If the Offer is implemented by way of a scheme of arrangement, the New Brave Bison Shares and the Bison CVRs would be expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court would hold a hearing on the Scheme’s fairness to System1 Shareholders, at which hearing all such shareholders would be entitled to attend in person or through counsel. If the Offer is implemented by way of the Scheme, a person who receives New Brave Bison Shares and, if applicable, Bison CVRs pursuant to the Scheme and who is an affiliate of Brave Bison may not resell such securities without registration under the U.S. Securities Act or pursuant to the applicable resale provisions of Rule 144 under the U.S. Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the U.S. Securities Act). Whether a person is an affiliate of a company for the purposes of the U.S. Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe that they may be affiliates of Brave Bison should consult their own legal advisers prior to any sale of securities received pursuant to the Scheme.

Neither the SEC nor any US state securities commission has approved or disapproved the Final Offer or the Alternative Offer, or passed upon the adequacy or completeness of the Final Offer Document, the Original Offer Document or the Increased Offer Document. Any representation to the contrary is a criminal offence.

Publication on Brave Bison website

Other Disclosure Requirements of the Takeover 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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