お知らせ • Aug 01
Brave Bison Group plc cancelled the acquisition of remaining 72..5% stake in System1 Group PLC Brave Bison Group plc (AIM:BBSN) proposed to acquire remaining 72.15% stake in System1 Group PLC (AIM:SYS1) on for £29.8 million June 8, 2026. The proposal was an exchange ratio of 3.5988 new Brave Bison shares for each System1 share. Brave Bison Group plc proposed to acquire remaining 72.15% stake in System1 Group PLC for £29 million on July 10, 2026. The terms of the Possible Offer are that for each System1 share in issue, shareholders will receive £0.68 in cash and 2.7553 new Brave Bison shares. The Possible Offer represents a value for each System1 share of approximately £3.27. Brave Bison Group plc proposed to acquire remaining 72.15% stake in System1 Group PLC on for £29.4 million July 30, 2026. Under the terms of the Offer, each shares owned by System1 Shareholders will be entitled to receive £1.35 in cash and 2.04 new Brave Bison shares. The cash consideration of the Possible Offer, if made, would be fully funded by a credit facility made available on a certain funds basis and is in advanced stages of negotiation. No equity fundraising would be required to implement the Combination. System1 shareholders would own approximately 19% of the enlarged group (assuming acceptance in full of the Possible Offer) and would stand to participate directly in the future value creation potential of the enlarged group, including the benefits of increased scale, potential cost synergies and future growth opportunities. As required by Rule 2.6(a) of the Code, Brave Bison is required, by not later than 5:00 p.m. (London time) on 7 August 2026, being 28 days after today's date, either to announce a firm intention to make an offer for System1 in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
The transaction is subject to approval of merger agreement by target board and approval of offer by target shareholders. As of July 8, 2026, following the Initial Proposal no further proposal had been received from Brave Bison and as a result, the Board unanimously and unequivocally rejected the Initial Proposal. As of July 13, 2026, it has considered the Revised Proposal with its advisers and believes it materially undervalues System1. The Board unanimously and unequivocally rejects the Revised Proposal. The Board believes the Revised Proposal does not reflect this positive outlook. Shareholders are advised to take no action at this time.
Henrik Persson, Ben Jeynes and Teddy Whiley of Cavendish Capital Markets Limited acted as financial advisor for Brave Bison Group plc. Simon Bridges, Andrew Potts and Harry Rees of Canaccord Genuity Limited acted as financial advisor for System1 Group PLC. Paul Richards and Alex Bond of Addleshaw Goddard LLP acted as legal advisor for Brave Bison Group plc.
Brave Bison Group plc cancelled the acquisition of remaining 72.15% stake in System1 Group PLC on July 31, 2026. The Board does not see the Revised Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1unanimously and unequivocally rejects the Revised Offer and the Alternative Offer. Board Change • Jul 31
Insufficient new directors There is 1 new director who has joined the board in the last 3 years. The company's board is composed of: 1 new director. 5 experienced directors. 1 highly experienced director. Director Lewis Robinson was the last director to join the board, commencing their role in 2026. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Declared Dividend • Jul 13
Dividend of UK£0.06 announced Shareholders will receive a dividend of UK£0.06. Ex-date: 24th September 2026 Payment date: 19th October 2026 Dividend yield will be 1.8%, which is lower than the industry average of 5.1%. Sustainability & Growth Dividend is covered by both earnings (58% earnings payout ratio) and cash flows (59% cash payout ratio). The dividend has increased by an average of 3.4% per year over the past 10 years. However, payments have been volatile during that time. The company's earnings per share (EPS) would need to decline by 36% to shift the payout ratio to a potentially unsustainable range, which is more than the 5.7% EPS decline seen over the last 5 years. New Risk • Jul 09
New minor risk - Profit margin trend The company's profit margins are lower than last year and have reduced by more than 30%. Net profit margin: 3.6% Last year net profit margin: 12% This is considered a minor risk. A large drop in profit margin could indicate the company does not have strong competitive advantages or it is yet to establish itself and its core business. Even if it is a well established business, this may make it a much riskier investment than one that has a combination of proven competitive advantages and a stable or growing profit margin. Currently, the following risks have been identified for the company: Minor Risks Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Share price has been volatile over the past 3 months (8.2% average weekly change). Profit margins are more than 30% lower than last year (3.6% net profit margin). Market cap is less than US$100m (€47.1m market cap, or US$53.9m). Reported Earnings • Jul 09
Full year 2026 earnings released: EPS: UK£0.10 (vs UK£0.35 in FY 2025) Full year 2026 results: EPS: UK£0.10 (down from UK£0.35 in FY 2025). Revenue: UK£37.0m (down 1.3% from FY 2025). Net income: UK£1.31m (down 71% from FY 2025). Profit margin: 3.6% (down from 12% in FY 2025). The decrease in margin was primarily driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 44% per year but the company’s share price has only increased by 27% per year, which means it is significantly lagging earnings growth. 
