CatalystWireBeta

Acceptance Level Update

In brief · summary, not quotable

Brave Bison's increased offer for System1 has received acceptances representing 39.67% of System1's share capital, with deadline 26 October 2026.

  • Offer value per System1 Share (excluding CVR) 405 pence
  • Cash component 180 pence
  • New Brave Bison Shares per System1 Share 2.394
  • Contingent value right 1 Bison CVR (up to 20 pence)
  • Acceptances and commitments as % of System1 capital 39.67%
  • Acceptance Condition countable shares as % of System1 capital 27.96%
Full announcement

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 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”)

Acceptance level update

Introduction

On 7 October 2026, Brave Bison announced the terms and conditions of its increased final* offer comprising of 180 pence in cash, 2.394 new Brave Bison Shares and 1 Bison CVR (which is a contingent value right which may deliver 20 pence in cash) (the “Final 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”). The Final Offer, excluding the Bison CVR, has an implied value of 405 pence per System1 Share based on the implied value set out in the Final Offer Announcement. On 9 October 2026, Brave Bison published the Final Offer Document.

Capitalised terms used in this announcement, unless otherwise defined, have the same meaning as set out in the Final Offer Document.

*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.

Irrevocable undertakings and letters of intent

Brave Bison has received the following irrevocable undertakings to accept, or procure the acceptance of, the Final Offer in respect of, in aggregate, 1,361,419 System1 Shares, representing approximately 10.73 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
Sarah Kearon339,6292.68
Heritage Capital Management Limited and Heritage Fund Managers Limited327,6922.58

_____

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

In addition, Brave Bison has received the following letters of intent to accept, or procure the acceptance of, or in the case of Cornamusa, to recommend to Gesalcala SGIIC that Gesalcala SGIIC accepts, the Final Offer in respect of, in aggregate, 138,561 System1 Shares, representing approximately 1.09 per cent. of System1’s issued share capital.

Name of System1 ShareholderNumber of System1 SharesPercentage of the issued System1 Shares (%)
Alex Batchelor63,0960.50
Cornamusa in its capacity as adviser to Gesalcala SGIIC61,0000.48
Heather Kearon14,4650.11

Accordingly, Brave Bison has either received irrevocable undertakings to accept the Final Offer, or letters of intent in respect of the acceptance (or in the case of Cornamusa, to recommend to Gesalcala SGIIC Gesalcala SGIIC’s acceptance) of the Final Offer, in respect of 1,499,980 System1 Shares representing approximately 11.82 per cent. of System1’s issued share capital.

Acceptance level update

As at 3.00 p.m. on 15 October 2026, Brave Bison:

had received valid acceptances of the Offer in respect of a total of 14,465 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 irrevocable undertakings and the 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. on 15 October 2026, Brave Bison is able to count a total number of 3,548,475 System1 Shares, representing approximately 27.96 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, has received acceptances in respect of, 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.

The valid acceptances include System1 Shares held by Heather Kearon in respect of which Brave Bison had received a letter of intent to accept the Offer.

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 any other letter of intent procured by Brave Bison.

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

Brave Bison;

the Brave Bison Directors or their respective connected persons;

any person acting in concert with Brave Bison; or

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 Final 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 17 of Part 1 of the Final Offer Document and (if applicable) the Final 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 15 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.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note