Form 8 OPD - System1 Group plc
System1 Group plc has disclosed its public opening position as the offeree in relation to its own securities as of July 14, 2026. The company reported no direct interests or short positions in its own 1p ordinary shares, nor any rights to subscribe for new securities. However, directors and their close relatives hold a combined total of 1,193,564 ordinary shares, representing 9.12% of the company, with Lewis Robinson holding the largest individual stake of 904,714 shares (7.13%) through Crucible Clarity Fund. Additionally, James Gregory holds 327,705 options and Chris Willford holds 165,335 options, with vesting and expiry dates extending into late 2026 and 2030 respectively.
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Rules 8.1 and 8.2 of the Takeover Code (the "Code")
KEY INFORMATION
| (a) Full name of discloser: | System1 Group plc |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | System1 Group plc |
| (d) Is the discloser the offeror or the offeree? | Offeree |
| (e) Date position held: The latest practicable date prior to the disclosure | 14 July 2026 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Class of relevant security: | 1p ordinary | |||
|---|---|---|---|---|
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
| TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | Nil |
| Details, including nature of the rights concerned and relevant percentages: | Nil |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Holdings of ordinary shares by the directors of the Offeree and their close relatives: Name Number of Shares % Chris Willford (Director) 39,666 0.31% Conrad Bona (Non-Executive Director) 40,000 0.32% James Gregory (Director) 22,884 0.18% Phil Machray (Non-Executive Director) 15,380 0.12% Rupert Howell (Non-Executive Director) 11,000 0.09% Sophie Tomkins (Non-Executive Director) 13,000 0.10% Lewis Robinson (Non-Executive Director) 1 904,714 7.13% 1 Lewis Robinson has an interest in System1 Group plc via Crucible Clarity Fund. Crucible Clarity Fund is managed by Crucible Management Limited and Lewis Robinson is on the Board of Directors that control voting, acceptance and trading decisions. The following Directors of the Offeree hold rights to subscribe for the following relevant Offeree securities: Name Date of grant Type Vesting date Expiry date Exercise price (p) No. of options outstanding James Gregory 17 July 2024 2024 Executive Option Scheme* 17 July 2026 26 December 2026 £nil 30,103 James Gregory 13 May 2025 2025 LTIP** 31 July 2027, 31 July 2028 and 31 July 2029 31 January 2030 £nil 297,602 Chris Willford 13 May 2025 2025 LTIP** 31 July 2027, 31 July 2028 and 31 July 2029 31 January 2030 £nil 165,335 *Options awarded by the remuneration committee. The award is not subject to performance criteria but vest subject to Mr Gregory's continued employment in the Offeree. **Options awarded by remuneration committee. The LTIP award is subject to performance criteria which will be disclosed within the Offeree's 2026 Annual Report.
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | No |
| Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 15 July 2026 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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