PUBLICATION & POSTING OF INCREASED OFFER DOCUMENT

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER OR THE NEW BRAVE BISON SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AS SUPPLEMENTED BY THE INCREASED OFFER DOCUMENT.

 

FOR IMMEDIATE RELEASE

17 September 2026

INCREASED FOURTH OFFER

by

BRAVE BISON GROUP PLC

(“BRAVE BISON”)

for

SYSTEM1 GROUP PLC

(“SYSTEM1”)

to create AIM’s challenger marketing data

and technology company

to be implemented by means of a takeover offer

under Part 28 of the Companies Act 2006

PUBLICATION AND POSTING OF THE INCREASED OFFER DOCUMENT

On 13 September 2026, Brave Bison announced the terms and conditions of its increased, fourth offer pursuant to which System1 Shareholders would be entitled to receive:

135 pence in cash

and

2.394 new Brave Bison Shares

(the “Fourth Offer”)

Publication and Posting of the Increased Offer Document

Brave Bison announces that a supplemental offer document which takes into account the terms of the Fourth Offer (the "Increased Offer Document"), together with a revised form of acceptance and election (for System1 Shareholders holding System1 Shares in certificated form) (the “Second Form of Acceptance and Election”), were published and posted to System1 Shareholders today, 17 September 2026.

A copy of the Increased Offer Document and a sample Second Form of Acceptance and Election will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.

Timetable

The Increased Offer Document contains an expected timetable of principal events in relation to the Offer as follows:

Event	Time and/or date
Publication and posting of the Original Offer Document and the First Form of Acceptance and Election	27 August 2026
Publication and posting of the Increased Offer Document and the Second Form of Acceptance and Election	17 September 2026
Latest time and date by which the Offer can be accepted(1)(2)	1.00 p.m. on 26 October 2026
Latest date and time by which the Offer may be declared or become unconditional (i.e. “Day 60”)(3)	11.59 p.m. on 26 October 2026
Admission of, and dealings (for normal settlement) commence in New Brave Bison Shares on AIM(4)	By or as soon as possible after 8.00 a.m. on the Business Day after the Offer becoming or being declared unconditional
Despatch of share certificates in respect of New Brave Bison Shares and cheques in respect of fractional entitlements to New Brave Bison Shares (where applicable) and payment of cash consideration to System1 Shareholders pursuant to the terms of the Offer(4)	No later than 14 calendar days after the Offer becoming or being declared unconditional
Long-Stop Date	11.59 p.m. on 31 December 2026

_____

1. If the Offer becomes or is declared unconditional and Brave Bison receives acceptances of the Offer in respect of and/or otherwise acquires 90 per cent. (90%) or more in value of the Offer Shares, Brave Bison intends to exercise its rights pursuant to the statutory squeeze-out provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining System1 Shares in respect of which the Offer has not at such time been accepted. If the Offer becomes or is declared unconditional, Brave Bison will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared unconditional.
2. The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight (London time) on the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel).
3. Brave Bison reserves the right to bring forward the date by which all of the Conditions must be satisfied or waived (and therefore shorten the period for which the Offer is open for acceptance) by publishing an Acceleration Statement in accordance with the requirements of the Takeover Code, specifying a new Unconditional Date.
4. Any settlement of consideration pursuant to the Offer shall take place within 14 days of the Unconditional Date for any System1 Shareholder who has accepted the Offer prior to 1.00 p.m. on the Unconditional Date or, in the event that the Offer remains open for acceptances following being declared unconditional in accordance with the terms of the Offer within 14 days from receipt of a valid acceptance by a System1 Shareholder.

 

Action to be taken by System1 Shareholders

To accept the Offer, System1 Shareholders should take the actions set out in the Offer Document (as revised by the Increased Offer Document) and, for holders of System1 Shares in certificated form, the accompanying Second Form of Acceptance and Election which accompanies the Increased Offer Document.

System1 Shareholders who have not yet accepted the Offer are encouraged to do so as soon as possible in accordance with the procedures set out in paragraph 15 of Part 1 of the Increased Offer Document.

Valid acceptances of the Offer made to date pursuant to the Original Offer Document shall be deemed to be acceptances of the Offer in accordance with paragraph 4 of Part D of Part 2 to the Original Offer Document. Therefore, System1 Shareholders who have already validly accepted (and not validly withdrawn) the Offer pursuant to the Original Offer Document are not required to take any further Action in respect of the Offer.

 

Letters of Intent

 

Brave Bison has received the following letters of intent to accept the Fourth Offer in respect of, in aggregate, 1,438,980 System1 Shares, representing approximately 11.34 per cent. of System1’s issued share capital. 

Name of System1 Shareholder	Number of System1 Shares	Percentage of the issued System1 Shares (%)
Stefan Barden(1)	513,629	4.05
Liam Barden	32,834	0.26
Ennia Barden	33,417	0.26
Danny Barden	47,080	0.37
Mark Barden	17,138	0.14
Dennis Barden	50,000	0.39
Alex Batchelor	63,096	0.50
Sarah Kearon	339,629	2.68
Heather Kearon	14,465	0.11
Heritage Capital Management Limited and Heritage Fund Managers Limited	327,692	2.58

_____

1. Includes 50,089 System1 Shares held by Stefan Barden’s wife, Sandra Barden.

Acceptance Level Update

 

In accordance with Rule 17 of the Takeover Code, Brave Bison is today providing an update on the level of acceptances received under the Offer.

 

As at 11:30 a.m. today, 17 September 2026, Brave Bison:

 

• had received valid acceptances of the Offer in respect of a Total Fina Elf of zero System1 Shares;
• was interested in 3,534,010 System1 Shares (representing approximately 27.85 per cent. of System1’s issued share capital); and
• had received the letters of intent to accept the Offer that are described above (representing approximately 11.34 per cent. of System1’s issued share capital).

 

 

Therefore, as at 11:30 a.m. today, 17 September 2026, Brave Bison is able to count a Total Fina Elf number of 3,534,010 System1 Shares, representing approximately 27.85 per cent. of the existing issued share capital of System1, towards the satisfaction of the Acceptance Condition to the Offer.

 

In Total Fina Elf , Brave Bison already either owns, or has received letters of intent to accept the Offer in respect of, in aggregate 4,972,990 System1 Shares representing approximately 39.19 per cent. of System1's issued share capital.

 

No acceptances have been received from persons acting in concert with Brave Bison or in respect of System1 Shares subject to a letter of intent procured by Brave Bison.

 

Save as disclosed in this announcement and the Increased Offer Document, none of:

 

1. Brave Bison;
2. the Brave Bison Directors or their respective connected persons;
3. any person acting in concert with Brave Bison; or
4.    any person who is party to a Note 11 arrangement with Brave Bison or any person acting in concert with Brave Bison,

 

had any interest in or right to subscribe for any System1 relevant securities, or any short position in respect of System1 relevant securities or ( Save for any borrowed shares which have been on-lent or sold) had borrowed or lent any System1 relevant securities (including for these purposes any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).

 

Questions

 

If System1 Shareholders have any questions about this announcement, the Increased Offer Document or the Offer Document, or are in any doubt as to how to complete the Second Form of Acceptance and Election (if they hold System1 Shares in certificated form) or as to how to make an electronic acceptance (if they hold System1 Shares in uncertificated form through CREST), please contact the Shareholder Helpline operated by MUFG on 0371 664 0321 or via email at shareholderenquiries@cm.mpms.mufg.com. Lines are open 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Offer nor give any financial, investment, or legal advice.

General

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Increased Offer Document.

In this announcement references to the issued share capital of System1 are based on 12,689,073 System1 Shares (excluding System1 Shares held in treasury) in issue as at 16 September 2026 (being the last Business Day prior to the date of this announcement) based on publicly available information.

 

Enquiries:

Brave Bison Group plc	via Cavendish
Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser  and Joint Broker)	+44 (0) 20 7220 0500
Ben Jeynes Henrik Persson Edward Whiley

 

Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.

The person responsible for arranging the release of this announcement on behalf of Brave Bison is Theo Green, Chief Growth Officer.

The LEI of Brave Bison is 213800BEII7EWIN8X308.

The LEI of System1 is 213800TDLR42C3Q9ZB74.

 

IMPORTANT NOTICES

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 announcement. 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.

No prospectus

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas Shareholders

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.

The release, publication or distribution of this announcement, the Original Offer Document, the First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement does not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. In particular, this announcement does not constitute an offer of securities to the public in the United States.

This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

The availability of the Offer to System1 Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any such person should read paragraph 14 of Part 1 of the Original Offer Document, paragraph 7 of Part D to Part 2 of the Original Offer Document and: (i) if such person holds System1 Shares in certificated form, Part E to Part 2 of the Original Offer Document; or (ii) if such person holds System1 Shares in uncertificated form, Part F to Part 2 of the Original Offer Document, and in each case inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Second Form of Acceptance and Election (or, if already executed and delivered, the First Form of Acceptance and Election) in connection with the Offer, and persons who are not resident in the United Kingdom to receive New Brave Bison Shares in part consideration pursuant to the terms of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the combination disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States or, unless determined otherwise by Brave Bison, any other Restricted Jurisdiction, and will not be capable of acceptance by any such use, means or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, copies of this announcement, the Original Offer Document, the First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise distributed, forwarded, transmitted or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise distribute, forward, transmit or send any such documents in or into or from the United States or any other Restricted Jurisdiction. Doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, agents, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a legal or contractual obligation to, forward this announcement, the Original Offer Document, the First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election and any related documents to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any jurisdiction, seek appropriate advice and read paragraph 14 of the letter from Brave Bison set out in Part 1 of the Original Offer Document and paragraph 7 of Part D to Part 2 to the Original Offer Document before doing so.

The New Brave Bison Shares to be issued pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or any other Restricted Jurisdiction.  Accordingly, the New Brave Bison Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, or any other Restricted Jurisdiction or to, or for the account or Benefit of, any U.S. Person or Restricted Overseas Person, absent registration or an available exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws (in the case of the United States) and any applicable requirements of any other Restricted Jurisdiction. The New Brave Bison Shares are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S.

Notices relating to the United States

Brave Bison is not extending the Offer into the United States. No document relating to the Offer will be posted into the United States.

Neither this announcement, the Original Offer Document, the First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes a public offer of securities for sale in the United States or a public offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the ma en-us Copyright 2026 EQS Group