Day 53 Update on Acceptance Levels
Brave Bison Group PLC has provided an update on its increased final offer for System1 Group PLC, stating that as of October 19, 2026, it has received valid acceptances for 7.35% of System1's shares and holds an additional 27.85%, bringing the total to 35.20% towards the acceptance condition. The offer comprises 180 pence in cash, 2.394 new Brave Bison Shares, and one Bison CVR, with an implied value of 405 pence per System1 Share. Brave Bison has also secured irrevocable undertakings and letters of intent for approximately 11.82% of System1's shares. System1 Shareholders are urged to accept the offer by October 26, 2026.
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”)
Day 53 Update on Acceptance Levels
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.
Acceptance level update
As at 3.00 p.m. on 19 October 2026, Brave Bison:
had received valid acceptances of the Offer in respect of a total of 933,271 System1 Shares (representing approximately 7.35 per cent. of System1’s issued share capital); and
was interested in 3,534,010 System1 Shares (representing approximately 27.85 per cent. of System1’s issued share capital).
Therefore, as at 3.00 p.m. on 19 October 2026, Brave Bison is able to count a total number of 4,467,281 System1 Shares, representing approximately 35.20 per cent. of the existing issued share capital of System1, towards the satisfaction of the Acceptance Condition to the Offer.
The valid acceptances listed in paragraph 2(a) above include the 14,465 System1 Shares held by Heather Kearon in respect of which Brave Bison had received a letter of intent to accept the Offer. Brave Bison is currently unable to confirm whether the remaining 918,806 valid acceptances listed in paragraph 2(a) above are in respect of the other System1 Shares subject to an irrevocable undertaking or letter of intent procured by Brave Bison, each of which is detailed in paragraph 4 below.
As at 19 October 2026 (being the last Business Day prior to the date of this announcement), Brave Bison has been advised that each of Stefan Barden, Liam Barden, Ennia Barden, Danny Barden, Mark Barden, Dennis Barden and Heritage Capital Management Limited and Heritage Fund Managers Limited have given instructions to their relevant service providers to accept the Offer. However, Brave Bison is unable to determine whether or not those instructions have been executed yet. Brave Bison will make a clarification as soon as it has been able to verify this information, but until such clarification is made shareholders should assume that some or all of the remaining 918,806 valid acceptances listed in paragraph 2(a) above are in respect of System1 Shares already subject to an irrevocable undertaking or letter of intent procured by Brave Bison.
No acceptances have been received from persons acting in concert with 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.
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 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 |
| Sarah Kearon | 339,629 | 2.68 |
| 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.
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 Shareholder | Number of System1 Shares | Percentage of the issued System1 Shares (%) |
|---|---|---|
| Alex Batchelor | 63,096 | 0.50 |
| Cornamusa in its capacity as adviser to Gesalcala SGIIC | 61,000 | 0.48 |
| Heather Kearon | 14,465 | 0.11 |
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.
- 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 19 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.
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.
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.