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 AND THE FINAL OFFER DOCUMENT.

 

FOR IMMEDIATE RELEASE

26 October 2026

INCREASED FINAL* OFFER

by

BRAVE BISON GROUP PLC

(“BRAVE BISON”)

for

SYSTEM1 GROUP PLC

(“SYSTEM1”)

Day 57 Update on Acceptance Levels

 

1. Introduction

On 7 October 2026, Brave Bison announced the terms and conditions of its increased final* offer comprising of 180 pence in cash, 2.394 new Brave Bison Shares and 1 Bison CVR (which is a contingent value right which may deliver 20 pence in cash) (the “Final 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”). The Final Offer, excluding the Bison CVR, has an implied value of 405 pence per System1 Share based on the implied value set out in the Final Offer Announcement. On 9 October 2026, Brave Bison published the Final Offer Document.

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

he financial terms of the Offer are final and will not be increased, Save that Brave Bison reserves the right to increase the financial terms of the Offer where: (i) there is an announcement on or after the Final Offer Announcement Date of an offer or possible offer, including a partial offer for greater than 30 per cent. of System1’s issued share capital, or a firm intention to make an offer for System1 by any third party offeror or potential offeror, including where any such announcement is made by System1; (ii) System1 makes an announcement of the kind referred to in Rule 31.8 of the Takeover Code after Day 39 of the Offer; or (iii) the Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.

2. 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 23 October 2026, Brave Bison:

1. had received valid acceptances of the Offer in respect of a Total Fina Elf of 1,563,146 System1 Shares (representing approximately 12.31 per cent. of System1’s issued share capital); and
2. was interested in 3,534,010 System1 Shares (representing approximately 27.85 per cent. of System1’s issued share capital).

 

Therefore, as at 3.00 p.m. on 23 October 2026, Brave Bison is able to count a Total Fina Elf number of 5,097,156 System1 Shares, representing approximately 40.16 per cent. of the existing issued share capital of System1, towards the satisfaction of the Acceptance Condition to the Offer.

The valid acceptances listed in paragraph 2(a) above include 1,313,932 System1 Shares (representing approximately 10.35 per cent. of the issued share capital of System1) which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.

As described in paragraph 4 below, a further 186,048 System1 Shares are the subject of an irrevocable undertaking or letter of intent to accept the Offer (representing approximately 1.46 per cent. of the issued share capital of System1). Insofar as Brave Bison is aware, these commitments remain outstanding as at 3.00 p.m. on 23 October 2026.

No acceptances have been received from persons acting in concert with Brave Bison.

Save as disclosed in this announcement and the Final 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. en-us Copyright 2026 EQS Group