System1 Group Regulatory News (SYS1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

10 July 2026

Brave Bison Group plc

("Brave Bison" or the "Company", together with its subsidiaries "the Group") 

Possible Offer

for

System1 Group plc

Potential combination between Brave Bison and System1 to create

AIM's challenger marketing data and technology company

Enlarged group to generate net revenues of £79 million

and Adjusted EBITDA of £14 million on a pro-forma basis

Possible cash-and-share offer values System1 at £43.1 million, equivalent to 20x FY26A operating profit and a 65% premium to the undisturbed share price

Brave Bison, the next-generation marketing and technology partner for global brands, notes the press speculation and is pleased to confirm that collaborative discussions have been underway between the boards of Brave Bison and System1 Group plc ("System1") regarding a potential combination (the "Combination").

The Combination would be implemented by way of an offer for the 72% of System1 share capital not already owned by Brave Bison (the "Possible Offer").

This announcement is intended to facilitate open conversations between the boards of Brave Bison and System1 with their respective shareholders.

No equity fundraising is required to progress the Possible Offer.

An investor presentation relating to the Combination will be made available on 16 July 2026 at: https://bravebison.com/investors/possible-offer

Background to the Possible Offer

Whilst the board of System1 rejected Brave Bison's original proposal on grounds of value, it has acknowledged in discussions that a combination of the two businesses has a strong underlying industrial logic.

The Combination would create AIM's challenger marketing data and technology company with pro-forma net revenues of £79 million and Adjusted EBITDA of £14 million on a pro-forma basis. This pro-forma does not include cost savings derived from duplicate board, plc, property and IT costs which have the potential to increase profitability further.

Brave Bison currently owns 3,534,010 shares in System1 representing 28% of System1's issued share capital and is System1's largest shareholder. This strategic investment by Brave Bison, acquired on 2 March 2026, included a share exchange with System1's founder, John Kearon, who now has an 8% shareholding in Brave Bison.

The board of System1 engaged constructively with Brave Bison's first approach, and Brave Bison has been provided with access to focused due diligence information along with being granted access to System1's high-quality management team, led by CEO James Gregory.

This provision of certain financial information has enabled Brave Bison to put forward the Possible Offer which represents an increase of 10% to the 297 pence value of the initial, all-share proposal made to the board of System1 on 8 June 2026. Following consultation with, and feedback from, the System1 board in addition to the increased value the Possible Offer has been revised to include a cash element.

Following consultation with the board of System1 and its advisors, the Possible Offer assumes that 494,890 ordinary shares in System1 will be issued pursuant to awards under related to the management long-term incentive plan that will be subject to an accelerated vesting if the Possible Offer were to progress.

Possible Offer Terms

Brave Bison is pleased to announce that the terms of the Possible Offer are that for each System1 share in issue, shareholders will receive:

68 pence in cash

and

2.7553 new Brave Bison shares

Based on the Brave Bison 20-day volume-weighted average share price of 94 pence to 10 July 2026, the Possible Offer represents a value for each System1 share of approximately 327 pence, representing a premium of:

· 65 per cent. to the undisturbed closing price of a System1 share of 198 pence on 27 February 2026, the business day immediately prior to the announcement of Brave Bison's strategic investment;

· 35 per cent. to the blended price of 242 pence paid by Brave Bison to acquire its 28% strategic shareholding in System1 on 2 March 2026; and

· 7 per cent. to the closing price of 305 pence per System1 share on 10 July 2026, being the business day immediately prior to this announcement.

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.

The Possible Offer values the entire issued, and to be issued, share capital of System1 at £43.1 million, equivalent to 20.4x of System1's FY26A Operating Profit.

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.

Industrial Logic

The Combination would create AIM's challenger marketing data and technology company with pro-forma net revenues of £79 million and Adjusted EBITDA of approximately £14 million on a pro-forma basis.

The enlarged group would have a highly desirable revenue mix, with approximately 58% of net revenue derived from high-margin, low marginal cost, scalable platform solutions (V). Furthermore, revenue would be diversified across UK, EU and US, with over 700 customers, and limited customer concentration risk.

The marketing technology landscape is undergoing rapid and fundamental change, and AI-native capabilities are fast becoming the price of entry in modern markets. Well-resourced competitors are moving quickly, and the businesses best placed to lead are those with the financial firepower, talent platform, and technical infrastructure to invest decisively and at pace.

Together, Brave Bison and System1 would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.

Following completion of the Combination, Brave Bison intends to restructure its operations around three operating divisions:

1. Marketing Effectiveness: led by James Gregory, comprising System1 together with future acquisitions of platforms and consulting businesses that help global CMOs make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients include Ikea, Pfizer and Sky

2. Marketing Excellence: comprising MiniMBA, the leading marketing skills platform for training global marketing departments. MiniMBA delivers practical, commercially-focused learning programmes to individual practitioners and enterprise clients, with an expanding international footprint including active US growth. Clients include Nestle, Omnicom and BT

3. Marketing Delivery: comprising Brave Bison's agency activity across performance marketing, social media/influencer and insight services, serving global brands and sports/media rights holders. The division combines full-funnel digital execution with deep sector expertise in sport and entertainment, giving clients a single delivery partner across paid, organic, and audience-insight disciplines. Clients include New Balance, Primark and PGA Tour

Together, these divisions would create an AI-enabled platform spanning measurement, capability building and execution against the same enterprise marketing budget.

The Board believes that the enlarged group would be likely to gain inclusion in the AIM 100 Index, increasing its relevance to a broader universe of institutional investors and materially expanding its potential shareholder base. Furthermore, the increased size and scale of the enlarged group would likely increase the liquidity of the enlarged group's ordinary shares, further benefitting both company's respective investors.

Other Matters

Pursuant to Rule 2.5 of the Code, Brave Bison reserves the right to vary the form and/or mix of the consideration described above in this announcement.

Brave Bison reserves the right to make an offer for System1 on less favourable terms than the form described above in this announcement (subject always to Rule 11.2 of the Code):

(i) with the agreement or recommendation of the Board;

(ii) if a third party announces a firm intention to make an offer for System1 on less favourable terms than those contemplated under the terms of the Possible Offer; or

(iii) following the announcement by System1 of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that any firm offer will be made for System1.

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.

This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code and will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (if a firm intention to make an offer for System1 in accordance with Rule 2.7 of the Code is announced by another bidder prior to the deadline).

As a result of acquisitions by Brave Bison of interests in shares in System1 in exchange for the issue of Brave Bison shares within the 12 months prior to the commencement of the offer period which amount to in aggregate more than 10 per cent. of the voting rights of System1, Brave Bison would, pursuant to Rule 11.2 of the Code (and Notes 1 & 2 thereon), and in addition to the Possible Offer described in this announcement, be obliged to ensure that any offer for System1 includes an alternative offer made wholly in Brave Bison shares at a ratio of not less than 3.36 Brave Bison shares for each System1 share.

There is no separate obligation under Rule 11.1 of the Code (and Note 5 thereon) for Brave Bison to make an offer wholly in cash as the new Brave Bison shares issued by way of consideration for its acquisition of System1 shares are subject to lock up arrangements which will apply until after any offer has lapsed or any offer consideration has been sent to accepting shareholders.

Sources and Bases of Information

I. Pro forma revenue figures for the enlarged group comprise the aggregate of: (a) annualised H2 FY25A Brave Bison net revenues in the year ended 31 December 2025 (Brave Bison H2 FY25A: £22.1 million revenue); and (b) annualised H2 FY26A System1 Gross Profit in the year ended 31 March 2026 (System1 H2 FY26A: £17.4 million gross profit). System1 reports revenue on a gross basis whereas Brave Bison reports net revenue. Accordingly, System1 gross profit has been used as the most directly comparable measure to Brave Bison net revenue for the purposes of the pro forma presentation.

Pro forma adjusted EBITDA figures for the enlarged group comprise the aggregate of: (a) annualised H2 FY25A Brave Bison adjusted EBITDA in the year ended 31 December 2025 (Brave Bison H2 FY25A: £4.5 million adjusted EBITDA); and (b) annualised H2 FY26A System1 adjusted EBITDA in the year ended 31 March 2026 (System1 H2 FY26A: £2.7 million adjusted EBITDA).

II. The fully diluted voting share capital of System1 being 13,183,963 is calculated on the basis of:

a. System1 having 13,226,773 ordinary shares of 1 penny each in issue, of which 537,700 System1 ordinary shares are held in treasury; and

b. 494,890 ordinary shares which may be issued on or after the date of this announcement due to the accelerated vesting of the System1 management long-term incentive plan.

III. FY26A System1 operating profit was £2.11 million, this equates to a 20.4x multiple based on the Possible Offer value at £43.1 million.

IV.  For the purposes of this announcement, it has been assumed that Brave Bison has 116,319,751 ordinary shares of 2 pence each in issue with a closing mid-market price of 90.5 pence per ordinary share on 10 July 2026. The "blended average purchase price" referred to herein refers to the weighted mean average price paid by Brave Bison per System1 shares in cash and share transactions in acquiring its strategic investment in System1 ordinary shares March 2026, based on a Brave Bison share price of 74 pence per share.

V. Platform net revenues are assumed to be £30.9 million for System1 (FY26A), and £16 million for Brave Bison (annualised H2 FY25A)

VI. Certain figures included in this announcement have been subject to rounding adjustments

VII. Share price information and volume weighted average prices are derived from Bloomberg data and have been rounded to the nearest decimal place.

For further information please contact:  

Brave Bison Group plc via Cavendish 

Oliver Green, Executive Chairman  

Theo Green, Chief Growth Officer  

Philippa Norridge, Chief Financial Officer  

Cavendish Capital Markets Tel: +44 (0) 20 7220 0500 

Financial Advisor & Joint Broker to Brave Bison  

Henrik Persson / Ben Jeynes / Teddy Whiley | Corporate Finance

Michael Johnson / Sunila De Silva | ECM

Singer Capital Markets Tel: +44 (0) 20 7496 3000 

Joint Broker  

Paul Richards / Alex Bond

Addleshaw Goddard LLP are acting as legal advisors to Brave Bison

About Brave Bison 

Brave Bison is a next-generation marketing and technology partner to global brands. We sell services, training and media to the largest advertisers in the world. Operating across eight countries, our team of approximately 350 people is based in key hubs in the UK, US, India, Egypt and Australia, with additional remote talent across Europe. 

Brave Bison operates through three divisions. Our Consultancy & Marketing Services division deploys insight-led and AI-enabled growth strategies using social and digital media, working on behalf of global brands including New Balance, Primark and Google. Our Sport & Entertainment division works with global rights holders and entertainment companies such as PGA Tour, US Open, Real Madrid and Guiness World Records to monetise content on YouTube and grow fan engagement online. Our Marketing Skills & Capabilities division comprises MiniMBA, an eLearning platform that provides MBA-level marketing education for enterprise brands such as Nestle, Carlsberg and Salesforce 

Brave Bison is the largest shareholder in System1 Group plc, a UK-based marketing research platform that helps brands improve the effectiveness of their advertising using behavioural science and proprietary testing tools. Its platform combines consumer insight with data analytics to guide creative development, media planning, and brand strategy for global advertisers including TikTok, Pfizer and Ikea. System1 is listed on the AIM market of the London Stock Exchange and Brave Bison owns a 28% shareholding 

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Brave Bison confirms that as at the date of this announcement, it has 116,319,751 ordinary shares of 2 pence each in issue and admitted to trading on AIM. No shares are held in treasury. Therefore, the total number of voting rights in Brave Bison is currently 116,319,751. The International Securities Identification Number for Brave Bison's ordinary shares is GB00BSLKLP68 and Legal Entity Identifier is 213800BEII7EWIN8X308.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website www.bravebison.com/investors. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Important Notice

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to Brave Bison and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Brave Bison or the matters described in this document. To the fullest extent permitted by applicable law, Brave Bison and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

The information in this announcement has not been audited or otherwise independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this announcement, or its contents, or otherwise arising in connection with this announcement.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company.

Certain statements, statistics and projections in this announcement are or may be forward looking. By their nature, forward‑looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this announcement's preparation.

The Company does not undertake any obligation to update or keep current the information contained in this announcement, including any forward‑looking statements, or to correct any inaccuracies which may become apparent and any opinions expressed in it are subject to change without notice.

References in this announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on Brave Bison which may be of interest. Neither the content of Brave Bison's website nor any website accessible by hyperlinks from Brave Bison's website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this announcement.

Profit Forecasts and Estimates

No statement in this announcement is intended to constitute a profit forecast or profit estimate, no statement in this announcement is subject to the requirements of Rule 28 of the Code and no statement in this announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Brave Bison and/or System1 for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of Brave Bison or System1, as appropriate.

Additional Information

This announcement is for information purposes only and is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of System1 who are not resident in the United Kingdom may be affected by the laws of other relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of System1 who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement does not constitute a prospectus or prospectus equivalent document. Neither Brave Bison nor System1 shareholders should make any investment decision in relation to the Possible Offer except on the basis of the offer document published in due course.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.