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

25 September 2026

OFFER

by

BRAVE BISON GROUP PLC

(“BRAVE BISON”)

for

SYSTEM1 GROUP PLC

(“SYSTEM1”)

Acceptance level update

 

1. Introduction

On 30 July 2026, Brave Bison announced a firm offer to acquire the c.72 per cent. of System1’s issued and to be issued share capital not already owned by Brave Bison (the “Offer Shares”), with an implied value of 327 pence per System1 share at the date of that announcement (the “Third Offer”). The Third Offer was made following two prior non-binding proposals made by Brave Bison to System1 on 8 June 2026 and 10 July 2026. On 27 August 2026, Brave Bison published the Original Offer Document.

On 13 September 2026, Brave Bison announced an increased fourth offer to acquire the Offer Shares with an implied value of 360 pence per System1 Share at the date of that announcement (the “Fourth Offer”). The increased offer document in connection with the Fourth Offer was published on 17 September 2026 (the “Increased Offer Document”).

Capitalised terms used in this announcement, unless otherwise defined, have the same meaning as set out in the Increased Offer Document.

2. 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.

3. 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 3.00 p.m. on 24 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 3.00 p.m. on 24 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).

4. Action to be taken by System1 Shareholders

System1 Shareholders who have not yet accepted the Offer are urged to do so as soon as possible, but in any event by no later than 1.00 p.m. (London time) on 26 October 2026 in accordance with the following procedures:

• if you hold your System1 Shares, or any of them, in certificated form (that is, not in CREST), you should complete and return the Second Form of Acceptance and Election in relation to such certificated System1 Shares as soon as possible; and
• if you hold your System1 Shares, or any of them, in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf, and that settlement of that Electronic Acceptance occurs, in relation to such uncertificated System1 Shares, as soon as possible.

Full detail en-us Copyright 2026 EQS Group