Reiteration of unequivocal rejection
System1 Group PLC has reiterated its unequivocal rejection of Brave Bison Group plc's possible offer, stating that shareholder feedback confirms the Board's view that the offer materially undervalues the company. The proposed offer, based on an exchange ratio of 2.7553 Brave Bison shares and 68 pence cash per System1 share, represents a value of 317 pence per System1 share, which is approximately a 4% premium to the share price on July 10, 2026, and a 4.9% discount based on July 16, 2026 closing prices. System1 highlights its strong financial performance in FY26 H2, record revenue, increased dividend, and positive outlook for FY27, arguing the revised proposal does not reflect this positive trajectory.
Select text to share a quote on X · sign in to keep highlights & notes in your SYS1 notes
Shareholder feedback to date confirms the Board's view that the Possible Offer materially undervalues System1 and does not represent fair value for System1 shareholders
The Board of System1 Group plc (the "Board") notes the announcement (the "16 July 2026 Announcement") released earlier today by Brave Bison Group plc ("Brave Bison") and a presentation that Brave Bison posted on its website on 16 July 2026 (the "Presentation"), both of which are in relation to Brave Bison's possible offer for System1 (the "Possible Offer").
The Board wishes to draw the following items to the attention of System1 shareholders.
Shareholder consultation
Subsequent to the release of the announcement made by Brave Bison on 10 July 2026 (the "10 July Brave Bison Announcement") and the announcement made by System1 on 13 July 2026 (the "System1 Announcement"), System1 have consulted with some of the Company's major shareholders. This consultation is ongoing but feedback to date has confirmed the Board's view that the Possible Offer materially undervalues System1 and does not represent fair value for System1 shareholders.
Reference to various premia, including 65% premium to the undisturbed price
The Board notes the references in the 10 July Brave Bison Announcement, and now the Presentation in relation to certain premia linked to System1's historic share prices, notably 27 February 2026, the date prior to the announcement of Brave Bison's investment in System1. The Board believes these references are misleading as they omit the fact that on 16 March 2026 System1 released a positive trading update which had a sustained positive impact on the System1 share price.
No notable premium for control
As per the System1 Announcement and reiterated today, the Board notes that the Possible Offer does not include any notable premium for control of System1, as would be customary in a public M&A control type transaction.
Terms of the Revised Proposal
The Board notes the Possible Offer, which is based on an exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 share, which represents a value of 317 pence per System1 share, based off the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the 10 July Brave Bison Announcement.
The Possible Offer represents approximately a 4 per cent. premium to the System1 share price of 305.0 pence on 10 July 2026, being the last business day prior to the 10 July Brave Bison Announcement, based on Brave Bison's share price on the same date.
The 10 July Brave Bison Announcement noted that the Possible Offer represented a premium of 7 per cent. to the closing price of 305 pence per System1 share on 10 July 2026. The System1 Board notes that this calculation is based on a Brave Bison 20-day volume-weighted average share price of 94 pence to 10 July 2026 rather than the closing price of Brave Bison shares on 10 July 2026.
The Board also notes that the Possible Offer represents a discount of 4.9 per cent., using the closing share prices on 16 July 2026 of 87.5 pence for Brave Bison and 325.0 pence for System1.
Positive Outlook reaffirmed in FY26 Final Results statement
On 16 March 2026, System1 released a Trading Update detailing a strong FY26 H2 trading performance. In the Group's FY26 Final Results, released on 8 July 2026, the Board confirmed a record H2 revenue and new business performance, and announced an increase to the proposed final dividend, reflecting the Board's confidence in the Group's prospects. The outlook statement confirmed FY27 had seen continued strong new business activity and noted System1 entered FY27 with a broader customer base, strong operating discipline and a clear pathway to sustainable growth. The Board believes the Revised Proposal does not reflect this positive outlook.
Taking the above into consideration, and as previously set out in the System1 Announcement, the Board of System1 continues to unanimously and unequivocally reject the Revised Proposal.
A further announcement will be made if and when appropriate. Shareholders are advised to take no action at this time.
There can be no certainty that an offer will be made.
Further information on the Company can be found at www.System1group.com.
Rule 2.9 information
Other notices
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.