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Day 54 Update on Acceptance Levels

In brief · summary, not quotable

Brave Bison Group PLC has provided an update on its increased final offer for System1 Group PLC, stating that as of October 20, 2026, it has received valid acceptances for 933,271 System1 Shares, representing approximately 7.35% of the issued share capital, and holds an additional 3,534,010 System1 Shares, bringing its total to 4,467,281 shares or 35.20% of the issued share capital towards the acceptance condition. The offer comprises 180 pence in cash, 2.394 new Brave Bison Shares, and 1 Bison CVR, with an implied value of 405 pence per System1 Share excluding the CVR. Brave Bison has also secured irrevocable undertakings and letters of intent for an additional 11.82% of System1's shares. System1 Shareholders are urged to accept the offer by October 26, 2026.

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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.

Acceptance level update

As at 3.00 p.m. on 20 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 20 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 339,629 System1 Shares held by Sarah Kearon in respect of which are subject to an irrevocable undertaking; and

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 579,177 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 20 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 579,177 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

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 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.

  • 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 20 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

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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