Announcement • 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. 
