Offer for System1 Group Plc

About this update from System1 Group Plc

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. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE. 30 July 2026 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   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 and to act decisively and at pace. Given this opportunity, Brave Bison is pleased to announce the terms of an improved, revised proposal to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison (the " Offer "). Brave Bison has been attending System1 board meetings since April 2026, and strongly believes that a combined business 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. The Offer implies a total value of £43.1 million for System1, or 327 pence per System1 Share, and is equivalent to 20.4x the Operating Profit generated by System1 in the System 1 FY26A. The Offer would create AIM's challenger marketing data and technology company with 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. The Offer is made following the Possible Offer Announcement made on 10 July 2026, pursuant to which Brave Bison, together with its advisers, has consulted System1 Shareholders representing approximately 14 per cent. of System1's issued share capital. Taken together with Brave Bison's existing shareholding of approximately 28 per cent., this represents in aggregate approximately 42 per cent. of System1's issued share capital. The Offer will be effected by means of a takeover offer with a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1. The Offer is fully funded by way of a senior facility agreement that has been entered into and no equity fundraising is required to implement the transaction. Background to the Offer Brave Bison is System1's largest shareholder with a 28 per cent. strategic investment. Brave Bison acquired its shareholding on 2 March 2026 in a transaction that resulted in John Kearon, the founder of System1, acquiring an 8 per cent. shareholding in Brave Bison. The Strategic Investment saw Brave Bison acquire 2,905,899 System1 shares at an implied value of 249 pence per share via a share exchange with John Kearon, and 628,111 System1 shares for 210 pence per share in cash from an institutional shareholder. The blended average purchase price for Brave Bison's Strategic Investment in System1 was 242 pence per share, a premium of 22 per cent. to the mid-market Closing Price of 198 pence per share on 27 February 2026 (being the last Business Day immediately prior to Brave Bison's Strategic Investment in System1), and a discount of 26 per cent. to the implied value of the Offer. Pursuant to the Strategic Investment, Brave Bison was provided with System1 board observer status and subsequently concluded that a combination between Brave Bison and System1 was in the best interests of the shareholders, clients and employees of both companies. This determination was made considering that the Enlarged Group would benefit from: ·      Greater scale : creation of AIM's challenger marketing data and technology company, with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro forma basis, with potential opportunities to increase profitability further through cost savings ·      High quality diversified revenues : 58 per cent. of pro-forma net revenues derived from high-margin, scalable platform solutions, diversified across the UK, EU and US with over 700 customers and limited concentration risk ·      Improved competitive positioning : AI-native capabilities are becoming the price of entry in marketing technology; the combined scale, capital, and talent base would enable decisive investment to compete against well-resourced rivals ·      Growth acceleration : combined financial firepower and infrastructure would accelerate product development and support attracting/retaining world-class talent ·      Index and liquidity benefits : likely inclusion in the AIM 100 Index, broader institutional investor interest, and improved share liquidity for both companies' shareholders Prior to the Offer, Brave Bison submitted two proposals to acquire the 72 per cent. of System1 not already owned by Brave Bison. The first, made on 8 June 2026, was an all-share proposal valued at 297 pence per System1 share, and the second, made on 10 July 2026, was a cash-and-shares proposal valued at 327 pence per System1 Share, a 10 per cent. increase compared to the first proposal. The board of System1 considered that it was unable to recommend the two prior proposals to its shareholders. However, the board of System1 has engaged constructively with both proposals and, in doing so, has provided Brave Bison with access to focused due diligence to enable Brave Bison to make successive, improved proposals. Further to discussions with System1's financial adviser, Brave Bison expects that an aggregate of 494,890 ordinary shares, with a value of £1.6 million at the Offer Price, may be issued by System1 as part of the Offer due to the accelerated vesting of a management 2025 LTIP. This guidance implies that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over these awards, including a minimum share price of 635 pence per System1 share. Summary of the Offer terms Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Election, System1 Shareholders will be entitled to receive: 135 pence in cash   and   2.04 new Brave Bison shares                        (the " Cash and Share Offer ") Based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the offer period), the Cash and Share Offer implies a total value of 327 pence for each System1 Share and values System1's entire issued and expected to be issued ordinary share capital at approximately £43.1 million , representing: ·      a premium of 65 per cent. to the undisturbed Closing Price of 198 pence per System1 Share on 27 February 2026 (being the last Business Day immediately prior to the announcement of Brave Bison's Strategic Investment); ·      a premium of 35 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share in relation to the Strategic Investment; ·      a premium of 10 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and ·      a premium of 7 per cent. to the Closing Price of 305 pence per System1 Share on 10 July 2026 (being the last Business Day before the commencement of the offer period). The Cash and Shares Offer value of approximately £43.1 million is equivalent to 20.4x of System1's FY26A Operating Profit of £2.11 million. In the months following Brave Bison's Strategic Investment the share price of System1 increased by 54 per cent. from 198 pence per share to 305 pence per share on 10 July 2026 (being the last Business Day before the commencement of the offer period). Subject to full acceptance of the Cash and Share Offer, following completion of the Offer, System1 Shareholders would hold approximately 14.5 per cent. of Brave Bison's ordinary issued share capital. Alternative Offer As a result of the acquisition by Brave Bison of interests in shares in System1 in exchange for the issue of new Brave Bison shares within the 12 months prior to the commencement of the offer period which amounts to in aggregate more than 10% of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Code (and Notes 1 and 2 thereon), as an alternative to the Cash and Shares Offer, Brave Bison is required to make an offer wholly in Brave Bison shares to eligible System1 Shareholders at a ratio of 3.36 New Brave Bison Shares for each System1 Share held (being the terms on which the relevant acquisition was made). System1 Shareholders will receive the Cash and Share Offer unless an election is made to receive the Alternative Offer. For illustrative purposes, based on the Closing Price of 91.5 pence per Brave Bison Share on 29 July 2026 (being the last Business Day prior to this announcement) the Alternative Offer has a value of 307 pence for each System1 Share. Subject to full acceptance of the Alternative Offer, following completion of the Offer, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison's ordinary issued share capital. Benefits of the Offer The marketing technology landscape is undergoing rapid and fundamental change. AI-native capabilities are fast becoming the price of entry in modern markets and well-resourced competitors are moving quickly. The businesses best placed to lead the transformation are those with the financial firepower, talent platform, and technical infrastructure to invest and to act 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. The combination of System1 with Brave Bison would create AIM's challenger marketing data and technology company with 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 per cent. of its pro-forma net revenue derived from high-margin, low marginal cost, scalable platform solutions. Furthermore, the Enlarged Group's revenue would be diversified across the UK, European Union and United States of America, with over 700 customers, and limited customer concentration risk. Following completion of the Offer, Brave Bison intends to restructure its operations around three operating divisions: 1.   Marketing Effectiveness : comprising System1 together with future acquisitions of platforms and consulting businesses that help global chief marketing officers make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients of System1 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 of MiniMBA include Nestle, Omnicom and BT. 3.   Marketing Execution : 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 of Brave Bison's agency include New Balance, Primark and PGA Tour. The board of Brave Bison 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 companies' respective shareholders. Structure and Level of Acceptances It is intended that the Offer will be effected by means of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006. The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the " Acceptance Condition "). The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement. The Offer Document will include full details of the Offer and will also contain the expected timetable of the Offer and will specify the necessary actions to be taken by System1 Shareholders. It is expected that the Offer Document will be published in accordance with the timetable required by the Takeover Code as soon as reasonably practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document. Application will be made to the London Stock Exchange for the New Brave Bison Shares to be admitted to trading on AIM, subject to the Offer becoming Effective.   Notices This summary should be read in conjunction with the following full announcement and the Appendices. The Offer will be subject to the Acceptance Condition, the Admission Condition and other conditions set out in Appendix 1 and to the full terms and conditions which will be set out in the Offer Document.  Appendix 2 contains bases and sources of certain information contained in this announcement.  Appendix 3 contains details of the Brave Bison FY26 Profit Forecast. Certain terms used in this announcement are defined in Appendix 4. A copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Brave Bison's website at https://bravebison.com/investors/?tab=possible-offer-for-system1 while the Offer remains open for acceptance. For the avoidance of doubt, the contents of this website and of any other website accessible by hyperlinks on this website, are not incorporated by reference into, and do not form part of, this announcement. 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 and the LEI of System1 is 213800TDLR42C3Q9ZB74.     IMPORTANT NOTICES The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.  The Offer will be made solely pursuant to the terms of the Offer Document or, if Brave Bison elects to switch to a Scheme, the Scheme Document which will contain the full terms and conditions of the Offer, including details of how to accept the Offer and make elections under the Offer.  Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document or Scheme Document (as appropriate). This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.  This announcement has been prepared for the purpose 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 of jurisdictions outside the United Kingdom. The availability of the Offer to System1 Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to execute Form(s) of Acceptance or the Form of 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 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document). Unless otherwise determined by Brave Bison or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction.  Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. 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 nor to any person located in a Restricted Jurisdiction 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 such jurisdiction. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from an appropriately authorised independent financial adviser. Additional information for U.S. investors The Offer is proposed to be implemented by way of a takeover offer under English law and subject to the Takeover Code. If Brave Bison determines to extend the Offer in the United States, the Offer will be made in compliance with all applicable laws and regulations of the United Kingdom and the United States, including, without limitation, the U.S. Securities Act, Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act, and any applicable exemptions thereunder. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law. Financial information relating to System1 included in this announcement and the Offer Document or Scheme Document (as appropriate) has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (" U.S. GAAP "). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States). In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (if applicable), Brave Bison, its affiliates, their advisers and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of System1 outside the United States, other than pursuant to the Offer, during the period in which the Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be available to all investors (including U.S. investors) via a Regulatory Information Service and shall also be available on the London Stock Exchange website at www.londonstockexchange.com . If Brave Bison were to elect to implement the Offer by way of a court-sanctioned scheme of arrangement under the laws of England and Wales, such Scheme would not be subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Act. Accordingly, the Scheme would be subject to the disclosure and procedural requirements applicable in the United Kingdom to court-sanctioned schemes of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. No profit forecasts or estimates Other than the Brave Bison FY26 Profit Forecast set out in Appendix 3 of this announcement, no statement in this announcement is intended as a profit forecast, profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Brave Bison or System1 or the Enlarged Group for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Brave Bison or System1 or the Enlarged Group respectively . Rule 26.1 Disclosure In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available at https://bravebison.com/investors/?tab=possible-offer-for-system1, by no later than 12 noon on the Business Day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. Requesting Hard Copy Documents In accordance with Rule 30.3 of the Takeover Code, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG Corporate Markets helpline on 0371 664 0300. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales or via email at [email protected]. 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 monitored for security and training purposes. Please note that MUFG Corporate Markets cannot provide financial, tax, investment or legal advice. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. Rule 2.9 Disclosure In accordance with Rule 2.9 of the Takeover Code, as at the close of business on 29 July 2026 (being the Business Day prior to the date of this announcement), Brave Bison had in issue 116,319,751 Brave Bison Shares, which are admitted to trading on AIM. The International Securities Identification Number (ISIN) of the Brave Bison Shares is GB00BSLKLP68. Rounding Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. Other Disclosure Requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in one (1) per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (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 Takeover Code, any person who is, or becomes, interested in one (1) per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Takeover Code. 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 of the Takeover Code). 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 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. Disclaimers 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. Forward-Looking Statements This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Brave Bison and/or System1 and certain plans and objectives of Brave Bison and/or System1 with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Brave Bison in the light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Brave Bison does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. 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. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE. 30 July 2026 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     1.         Introduction 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 and to act decisively and at pace. Given this opportunity, Brave Bison is pleased to announce the terms of an improved, revised proposal to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison (the " Offer "). Brave Bison has been attending System1 board meetings since April 2026, and strongly believes that a combined business 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. The Offer implies a total value of £43.1 million for System1, or 327 pence per System1 Share, and is equivalent to 20.4x the Operating Profit generated in the System 1 FY26A. The Offer would create AIM's challenger marketing data and technology company with 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. The Offer is made following the Possible Offer Announcement made on 10 July 2026, pursuant to which Brave Bison, together with its advisers, has consulted System1 Shareholders representing approximately 14 per cent. of System1's issued share capital. Taken together with Brave Bison's existing shareholding of approximately 28 per cent., this represents in aggregate approximately 42 per cent. of System1's issued share capital. The Offer will be effected by means of a takeover offer with a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1. The Offer is fully funded by way of a senior facility agreement that has been entered into and no equity fundraising is required to implement the transaction. 2.         Background to the Offer Brave Bison is System1's largest shareholder with a 28 per cent. strategic investment. Brave Bison acquired its shareholding on 2 March 2026 in a transaction that resulted in John Kearon, the founder of System1, acquiring an 8 per cent. shareholding in Brave Bison. The Strategic Investment saw Brave Bison acquire 2,905,899 System1 shares at an implied value of 249 pence per share via a share exchange with John Kearon, and 628,111 System1 shares for 210 pence per share in cash from an institutional shareholder. The blended average purchase price for Brave Bison's Strategic Investment in System1 was 242 pence per share, a premium of 22 per cent. to the mid-market Closing Price of 198 pence per share on 27 February 2026 (being the last Business Day prior to Brave Bison's Strategic Investment in System1), and a discount of 26 per cent. to the implied value of the Offer. Pursuant to the Strategic Investment, Brave Bison was provided with System1 board observer status and subsequently concluded that a combination between Brave Bison and System1 was in the best interests of the shareholders, clients and employees of both companies. This determination was made considering that the Enlarged Group would benefit from: ·      Greater scale : creation of AIM's challenger marketing data and technology company, with net revenues of £79 million and Adjusted EBITDA of £14 million on a pro forma basis, with potential opportunities to increase profitability further through cost savings ·      High quality diversified revenues : 58 per cent. of pro-forma net revenues derived from high-margin, scalable platform solutions, diversified across the UK, EU and US with over 700 customers and limited concentration risk ·      Improved competitive positioning : AI-native capabilities are becoming the price of entry in marketing technology; the combined scale, capital, and talent base would enable decisive investment to compete against well-resourced rivals ·      Growth acceleration : combined financial firepower and infrastructure would accelerate product development and support attracting/retaining world-class talent ·      Index and liquidity benefits : likely inclusion in the AIM 100 Index, broader institutional investor interest, and improved share liquidity for both companies' shareholders Prior to the Offer, Brave Bison submitted two proposals to acquire the 72 per cent. of System1 not already owned by Brave Bison. The first, made on 8 June 2026, was an all-share proposal valued at 297 pence per System1 share, and the second, made on 10 July 2026, was a cash-and-shares proposal valued at 327 pence per System1 Share, a 10 per cent. increase compared to the first proposal. The board of System1 considered that it was unable to recommend the two prior proposals to its shareholders. However, the board of System1 has engaged constructively with both proposals and, in doing so, provided Brave Bison with access to focused due diligence to enable Brave Bison to make successive, improved proposals. Further to discussions with System1's financial adviser, Brave Bison expects that an aggregate of 494,890 ordinary shares, with a value of £1.6 million at the Offer price, may be issued by System1 as part of the Offer due to the accelerated vesting of a management 2025 LTIP. This guidance implies that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over these awards, including a minimum share price of 635 pence per System1 share. 3.         The Offer The Offer Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Election, System1 Shareholders will be entitled to receive: 135 pence in cash   and   2.04 new Brave Bison shares                        (the " Cash and Share Offer ") Subject to full acceptance of the Cash and Share Offer, following completion of the Offer, System1 Shareholders would hold approximately 14.5 per cent. of Brave Bison's ordinary issued share capital. Transaction Value Based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the offer period), the Cash and Share Offer implies a total value of 327 pence for each System1 Share and values System1's entire issued and expected to be issued ordinary share capital at approximately £43.1 million , representing: ·      a premium of 65 per cent. to the undisturbed Closing Price of 198 pence per System1 Share on 27 February 2026 (being the last Business Day immediately prior to the announcement of Brave Bison's Strategic Investment); ·      a premium of 35 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share in relation to the Strategic Investment; ·      a premium of 10 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and ·      a premium of 7 per cent. to the Closing Price of 305 pence per System1 Share on 10 July 2026 (being the last Business Day before the commencement of the offer period). The Cash and Shares Offer value of approximately £43.1 million is equivalent to 20.4x of System1's FY26A Operating Profit of £2.11 million. Alternative Offer As a result of the acquisition by Brave Bison of interests in shares in System1 in exchange for the issue of new Brave Bison shares within the 12 months prior to the commencement of the offer period which amounts to in aggregate more than 10% of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Code (and Notes 1 and 2 thereon), as an alternative to the Cash and Shares Offer, Brave Bison is required to make an offer wholly in Brave Bison shares to eligible System1 Shareholders at a ratio of 3.36 New Brave Bison Shares for each System1 Share held (being the terms on which the relevant acquisition was made). System1 Shareholders will receive the Cash and Share Offer unless an election is made to receive the Alternative Offer. For illustrative purposes, based on the Closing Price of 91.5 pence per Brave Bison Share on 29 July 2026 (being the last Business Day prior to this announcement) the Alternative Offer has a value of 307 pence for each System1 Share. Subject to full acceptance of the Alternative Offer, following completion of the Offer, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison's ordinary issued share capital Other terms of the Offer System1 Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the System1 Shares, Brave Bison reserves the right to reduce the (i) Cash and Share Offer and (ii) Alternative Offer, by an amount up to the amount of such dividend and/or distribution and/or return of capital. If (but only to the extent that) Brave Bison exercises this right or makes such a reduction in respect of a dividend or other distribution, System1 Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Brave Bison of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer. Subject to approval by System1 Shareholders at the System1 annual general meeting to be held on 25 September 2026, holders of System1 Shares on the relevant record date will be entitled to receive System1's final dividend of 6 pence per System1 Share due to be paid on or around 19 October 2026 in addition to the consideration that they receive pursuant to the Offer. The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the " Acceptance Condition "). The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document. It is expected that the Offer Document will be published in accordance with the timetable required by the Takeover Code as soon as reasonably practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document. 4.         Benefits of the Offer The marketing technology landscape is undergoing rapid and fundamental change. AI-native capabilities are fast becoming the price of entry in modern markets and well-resourced competitors are moving quickly. The businesses best placed to lead the transformation are those with the financial firepower, talent platform, and technical infrastructure to invest and to act 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. The combination of System1 with Brave Bison would create AIM's challenger marketing data and technology company with 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 per cent. of its pro-forma net revenue derived from high-margin, low marginal cost, scalable platform solutions. Furthermore, the Enlarged Group's revenue would be diversified across the United Kingdom, European Union and United States of America, with over 700 customers, and limited customer concentration risk. Following completion of the Offer, Brave Bison intends to restructure its operations around three operating divisions: 1.   Marketing Effectiveness : comprising System1 together with future acquisitions of platforms and consulting businesses that help global chief marketing officers make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients of System1 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 of MiniMBA include Nestle, Omnicom and BT. 3.   Marketing Execution : 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 of Brave Bison's agency include New Balance, Primark and PGA Tour. The board of Brave Bison 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 companies' respective shareholders. 5.         Governance, management, employees and locations Brave Bison's strategic plans for System1 Brave Bison believes that a combination of System1 with its business has a strong underlying industrial logic and would create AIM's challenger marketing and data company. Following completion of the Offer, Brave Bison intends to manage System1 as part of a new Marketing Effectiveness division within the Enlarged Group, with its own dedicated senior leadership team. Brave Bison intends that System1's centralised functions (including sales and marketing, IT and human resources) would continue to support the System1 business. Brave Bison intends to integrate System1, as the platform for the Enlarged Group's new Marketing Effectiveness Division post completion of the Offer, into the wider Brave Bison Group so that it  can, where appropriate or needed by the division, access and utilise additional support from Brave Bison's own such centralised functions. Boards of System1 and Brave Bison and trading facilities Brave Bison recognises the skills and experience of the System1 board and intends, subject to such person's consent of the same, that members of the System1 executive management will form part of the leadership team for the new Marketing Effectiveness division of the Enlarged Group, which would comprise System1 together with any relevant platform and consulting businesses that may be acquired in the future. Brave Bison is confident that its existing board of directors has the appropriate experience, industry knowledge, commitments and governance systems to continue to operate effectively post completion of the Offer.  Brave Bison has previously notified the System1 board that it would welcome their suggestion of a non-executive director for Brave Bison to consider to potentially join the Brave Bison Board but there can be no guarantee that a suitable candidate will be identified/proposed and/or that such person would agree to join the Brave Bison Board. Following the Offer becoming or being declared unconditional, and if Brave Bison receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights exercisable in respect of the System1 Shares (including the System1 Shares it already owns), Brave Bison intends to procure that, subject always to the requirements of the AIM Rules, System1 will make an application to cancel the admission to trading of all System1 Shares from AIM (" Delisting "). Following Delisting, System1 would no longer require a board of its current size and structure, and Brave Bison would intend that the non-executive directors of System1 would resign as directors of System1 with effect from Delisting. If Brave Bison does not acquire 75 per cent. or more of the voting rights exercisable in respect of the System1 Shares (including the System1 Shares it already owns) pursuant to the Offer but the Offer becomes or is declared Effective so that Brave Bison becomes a controlling shareholder of System1 but is not able to unilaterally effect the Delisting, Brave Bison intends to reduce the number of executive and non-executive directors of System1 whilst complying with its articles of association and all applicable rules and regulations. Employees, management and pension schemes Brave Bison attaches great importance and value to the skills, experience and commitment of the employees of System1 in the growth of their business and consequently expects that the existing management and employees of the System1 will remain key to the prospects of the Enlarged Group and will continue to contribute to its long-term success. Brave Bison has been provided with limited due diligence information along with being granted access to System1's management team which has enabled Brave Bison to make the Offer. However, this information has not enabled Brave Bison to formulate its plans fully for the employees and management of the Enlarged Group following the Offer becoming Effective. Therefore, Brave Bison intends to conduct a review to establish the optimal employee structure for the Enlarged Group within 12 months following completion of the Offer. Given the nature and size of both companies, Brave Bison believes that there will be certain duplicated and/or unrequired roles and functions in the head office of the Enlarged Group (for example in legal, company secretarial and other corporate functions), which will lead to the rationalisation of certain head office function roles and have a material impact on System1's headcount in these specific areas. Brave Bison intends for any individuals impacted to be treated in a manner consistent with Brave Bison's standards, culture and processes, and applicable law. As stated above, post completion of the Offer, Brave Bison intends that System1's centralised functions (including sales and marketing, IT and human resources) would continue to support the System1 business. As Brave Bison intends to establish System1 as the cornerstone of its new Marketing Effectiveness division, subject to the below, it does not intend  there to be material (i.e. 5 per cent. or more) headcount reductions in the client-facing employee population who deliver on System1's client mandates. Brave Bison understands that System1's executive management is currently implementing a strategy to reduce costs and simplify certain aspects of System1's employee population. Following the Offer being declared unconditional, Brave Bison intends to support System1 management in executing their ongoing strategy, including if and to the extent that this strategy results in material headcount reductions among any of these groups of employees. Taking System1 management's existing cost reduction strategy into account, Brave Bison anticipates aggregate headcount reductions across the different functions are likely to be material in the context of the System1 Group. Brave Bison confirms that the existing contractual and statutory employment rights, including pension rights, of all System1 and Brave Bison management and employees will be safeguarded in accordance with applicable law. Brave Bison does not intend to make any material change to the conditions of employment or to the balance of skills and functions of the management and employees of System1 or Brave Bison. System1 does not operate or contribute to any defined benefit pension schemes. Management incentivisation arrangements As noted above, Brave Bison attaches great importance to the skills, experience and commitment of the employees of System1. At this stage, Brave Bison has not entered into, and has not discussed, any form of incentivisation arrangements with members of System1's management. Brave Bison expects to put in place certain incentive arrangements for the management of System1 following completion of the Offer and for the retention of key employees, but the scope and terms of such incentive arrangements are not yet determined. Locations of business, fixed assets, headquarters and research and development Brave Bison intends to carry out a review of the Enlarged Group's property leases in the 12 months post completion of the Offer to ensure that it meets the Enlarged Group's needs on an ongoing basis. The intention through the lease review will be to consider whether it is practically possible for the Enlarged Group to continue to operate effectively but more efficiently across fewer premises. Brave Bison intends that the three proposed operating divisions of the Enlarged Business will remain headquartered in central London, regardless of the actions to be taken (if any) following the completion of the review. Other than as referred to above, Brave Bison does not intend to make any material changes to System1's or Brave Bison's fixed assets, headquarters, headquarter functions or places of business. To the extent that System1 has a research and development function, Brave Bison does not intend to change it. No "post-offer undertakings" No statements in this paragraph 5 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code. 6.         Information on System1 System1 is a marketing decision-making platform business, utilised by some of the world's largest brands, across 81 markets globally. Since 2000, System1 has helped marketers tap into consumers' emotions to predict and improve the commercial impact of ads and ideas. Drawing on the world's largest database of emotional norms, System1's advertising and idea tests measure emotion to give its customers the most accurate predictions of the business impact of creativity. System1 'predicts' (provide research results) and works with its customers and 'improves' (provide insight and consultancy on those results) advertising effectiveness, innovation effectiveness and brand effectiveness. 7.         Information on Brave Bison Brave Bison is a media, marketing and technology partner for global brands. With operations across eight countries including the United Kingdom, United States of America, India, Australia and Egypt, Brave Bison supports customers with marketing consultancy, execution and training services via a connected, AI-enabled operating model. Brave Bison operates through three divisions: Consultancy & Marketing Services (" C&M "), Marketing Training and Sport & Entertainment. The C&M division designs and deploys bespoke, insight-led and AI-enabled growth strategies for global brands and businesses including New Balance, Primark and Google via specialist agencies including SocialChain and MTM. The Sport & Entertainment division monetises content and scales communities for the biggest creators, teams and federations on the planet-from Real Madrid to the US Open. Finally, the Marketing Training division, MiniMBA, is an eLearning platform offering industry-leading MBA-level training in brand, marketing and business strategy for leading global enterprises such as Carlsberg, Nestlé and Salesforce. Current trading On 17 June 2026, Brave Bison published a statement ahead of Brave Bison's annual general meeting held on that same day (" AGM Statement "). In the AGM Statement, Brave Bison provided a forecast of its profit as follows: " Net revenue for the half year period has increased by at least 92% to not less than £23 million, and adjusted EBITDA is in line with management expectations. Consistent with previous announcements, the Group's trading pattern remains weighted towards the second half of the year." In accordance with Rule 28.1 of the Takeover Code, the Brave Bison Directors confirm that this forecast remains valid. The Brave Bison Directors also confirm that this forecast has been properly compiled on the basis of the assumptions set out in Appendix 3 to this announcement and that the basis of accounting used is consistent with the Brave Bison Group's accounting policies. On 8 July 2026, Brave Bison published an update to the market based on its trading during the first half of FY26 which contained the following table and statement: Unaudited Not-less-than Results H1 26 H1 25 % Chg. FY25 Net Revenue £m 23.7 12.0 +97% 34.1 Adj. EBITDA £m 4.2 2.3 +87% 6.8 Net Cash  £m 4.7 3.9 +22% 4.3   …   ·      Profitability in the first half was in line with budget and Board expectations for the full year remain in line with previous guidance.". Brave Bison anticipates that it will release its unaudited interim results for the six months ended 30 June 2026 during the course of August 2026. 8.         Share Schemes Participants in any share schemes of System1 will be contacted regarding the effect of the Offer on their rights under these schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in separate letters to be sent to participants in the share schemes. 9.         Dividend Policy The New Brave Bison Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the Brave Bison Shares in issue at the time the New Brave Bison Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Unconditional Date. Following completion of the Offer, the Enlarged Group intends to maintain its current capital allocation policy. 10.       Financing of the Offer and Cash Confirmation The cash consideration payable to the System1 Shareholders by Brave Bison under the Offer will be financed by way of a facility agreement entered into with Barclays Bank PLC which is in place as at the date of this announcement (the " Facility Agreement "). Cavendish, in its capacity as financial adviser to Brave Bison, is satisfied that sufficient resources are available to Brave Bison to satisfy in full the cash consideration payable to System1 Shareholders pursuant to the Offer. Further details in respect of the Facility Agreement will be included in the Offer Document. 11.        Timetable and Conditions in relation to the Offer It is expected that the Offer will be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act 2006 (although Brave Bison reserves the right to effect the Offer by way of a Scheme, subject to the consent of the Panel). It is expected that the Offer Document, the Form of Election and the Form of Acceptance will be published in accordance with the timetable required by the Takeover Code as soon as practicable and in any event within 28 days of the date of this announcement (unless agreed otherwise with the Panel). Further information about the Offer will be set out in the Offer Document (other than to Restricted Overseas Persons). System1 Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance and Form of Election in full when they are sent to them because they will contain important information. The Offer will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document). The Offer will be conditional upon Brave Bison having received valid acceptances (which have not been withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel) which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the " Acceptance Condition "). The Offer will also be subject to the Admission Condition and to the other Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document. Save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long-Stop Date if: ·      sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; ·      the Admission Condition is not satisfied; or ·      where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, if a Condition relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn. 12.       New Brave Bison Shares The Brave Bison Shares are admitted to trading on AIM. An application will be made by Brave Bison for the New Brave Bison Shares to be admitted to trading on AIM, subject to the Offer becoming Effective. The Offer is conditional upon, amongst other things, the London Stock Exchange having acknowledged to Brave Bison or its agent (and such acknowledgement not having been withdrawn) that the New Brave Bison Shares will be admitted to trading to AIM. The New Brave Bison Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the Brave Bison Shares in issue at the time that the New Brave Bison Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Unconditional Date. Fractional entitlements to New Brave Bison Shares will be aggregated and allotted and issued to a nominee appointed by Brave Bison as nominee for System1 Shareholders to whom such fractional entitlements apply, sold in the market and the net proceeds of sale will be distributed in due proportion to the System1 Shareholders entitled to them. However, individual fractional entitlements to amounts (net of expenses) not exceeding £5.00 will not be paid to persons who would otherwise be entitled to them under the Offer, but will be retained for the benefit of the Enlarged Group. Subject to full acceptance of the Alternative Offer, up to 32,423,843 New Brave Bison Shares will be issued. This will result in Brave Bison's issued ordinary share capital increasing by approximately 28 per cent.. Subject to full acceptance of the Cash and Share Offer, up to 19,710,543 New Brave Bison Shares will be issued. This will result in Brave Bison's issued ordinary share capital increasing by approximately 17 per cent.. Therefore, if the Offer becomes Effective, Brave Bison Shareholders will suffer an immediate dilution as a result of the Offer following which they will hold between approximately 78 per cent. and 86 per cent. of the share capital of the Enlarged Group depending on elections made under the Offer. Consequently, each Brave Bison Shareholder will be diluted by between approximately 14 per cent. and 22 per cent.. 13.       Shareholdings As announced on 3 March 2026 Brave Bison acquired, on 2 March 2026, the following: ·      628,111 System1 Shares for cash at a price of 210 pence per System1 Share; and ·      2,905,899 System1 Shares in exchange for 9,763,821 new Brave Bison Shares. Brave Bison, therefore, is interested in 3,534,010 System1 Shares representing approximately 28 per cent. of the current issued share capital of System1 as at 29 July 2026 (being the last Business Day before the date of this announcement). 14.       Disclosure of Interests As detailed in paragraph 13 above, Brave Bison and its concert parties are together interested in 3,534,010 System1 Shares, representing approximately 28 per cent. of the System1 Shares in issue. As at the date of this announcement, and other than as set out above in this section 14, neither Brave Bison, nor any of its directors, nor, so far as Brave Bison is aware, any person acting in concert (within the meaning of the Takeover Code) with Brave Bison: ·      has any interest in or right to subscribe for or had borrowed or lent any System1 Shares or securities convertible or exchangeable into System1 Shares; ·      has any short positions in respect of relevant securities of System1 (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; ·      has borrowed or lent any relevant securities of System1 (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or ·      is a party to any dealing arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Takeover Code in relation to the relevant securities of System1. 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 is, pursuant to Rule 11.2 of the Takeover Code (and Notes 1 & 2 thereon), and in addition to the Cash and Shares Offer obliged to ensure that any offer for System1 includes the Alternative Offer made wholly in Brave Bison Shares at a ratio of 3.36 New Brave Bison Shares for each System1 Share. There is no separate obligation under Rule 11.1 of the Takeover Code (and Note 5 thereon) for Brave Bison to make an offer 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 the Offer has lapsed or any Offer consideration has been sent to accepting shareholders. 15.       Compulsory offer, delisting and re-registration Following the Offer becoming or being declared unconditional, subject to any applicable requirements of AIM, System1 Shareholders are notified that if Brave Bison receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights carried by the System1 Shares (including System1 Shares it already owns), Brave Bison intends to procure that System1 will make an application to cancel the admission to trading of all System1 Shares on AIM and to re-register System1 as a private limited company under the relevant provision of the Companies Act 2006. It is anticipated that such cancellation of admission to trading will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional, subject to compliance with applicable requirements of the AIM Rules. If the Offer becomes or is declared unconditional and Brave Bison has received acceptances of the Offer in respect of and/or otherwise acquires 90 per cent. (90%) or more in value of the System1 Shares to which the Offer relates, 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. The cancellation of admission to trading on AIM and the re-registration would significantly reduce the liquidity and marketability of any System1 Shares not assented to the Offer.  Any remaining System1 Shareholders would become minority shareholders in a privately controlled limited company, and there can be no certainty that such System1 Shareholders will again be offered an opportunity to sell their System1 Shares on terms which are equivalent or comparable to those under the Offer. 16.       Documents available for inspection Copies of the following documents are available, or will be made available promptly and by no later than 12 noon (London time) on the Business Day following this announcement, on https://bravebison.com/investors/?tab=possible-offer-for-system1 , subject to certain restrictions relating to persons resident in Restricted Jurisdictions: (a)        this announcement; (c)        the Facility Agreement and related fee letters; and (d)        the consent letter from Cavendish. For the avoidance of doubt, the contents of any website referred to in this announcement are not incorporated into and do not form part of this announcement. 17.       General It is intended that the Offer will be effected by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006. The purpose of the Offer is to provide for Brave Bison to become owner of the whole of the issued and to be issued share capital of System1. Brave Bison reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Scheme as an alternative to the Offer. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer. The Offer will be on the terms and subject to the satisfaction or, where applicable, waiver of the Conditions and certain further terms of the Offer set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document. The Offer Document containing further information about the Offer, and the accompanying Form of Acceptance and Form of Election will be sent to System1 Shareholders and, for information only, to participants in the System1 Share Schemes (other than to Restricted Overseas Persons and persons resident in a Restricted Jurisdiction). The bases and sources of certain information contained in this announcement are set out in Appendix 2. Appendix 3 contains details of the Brave Bison FY26 Profit Forecast. Certain terms used in this announcement are defined in Appendix 4. 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 and the LEI of System1 is 213800TDLR42C3Q9ZB74. IMPORTANT NOTICES The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.  The Offer will be made solely pursuant to the terms of the Offer Document or, if Brave Bison elects to switch to a Scheme, the Scheme Document which will contain the full terms and conditions of the Offer, including details of how to accept the Offer and make elections under the Offer.  Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document or Scheme Document (as appropriate). This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.  This announcement has been prepared for the purpose 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 of jurisdictions outside the United Kingdom. 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. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to execute Form(s) of Acceptance or the Form of 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 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document (or, if the Offer is implemented by way of a Scheme, the Scheme Document). Unless otherwise determined by Brave Bison or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction.  Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. 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 nor to any person located in a Restricted Jurisdiction 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 such jurisdiction. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from an appropriately authorised independent financial adviser. Additional information for U.S. investors The Offer is proposed to be implemented by way of a takeover offer under English law and subject to the Takeover Code. If Brave Bison determines to extend the Offer in the United States, the Offer will be made in compliance with all applicable laws and regulations of the United Kingdom and the United States, including, without limitation, the U.S. Securities Act, Section 14(e) of, and Regulation 14E under, the U.S. Exchange Act, and any applicable exemptions thereunder. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law. Financial information relating to System1 included in this announcement and the Offer Document or Scheme Document (as appropriate) has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (" U.S. GAAP "). U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States). In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (if applicable), Brave Bison, its affiliates, their advisers and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of System1 outside the United States, other than pursuant to the Offer, during the period in which the Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be available to all investors (including U.S. investors) via a Regulatory Information Service and shall also be available on the London Stock Exchange website at www.londonstockexchange.com . If Brave Bison were to elect to implement the Offer by way of a court-sanctioned scheme of arrangement under the laws of England and Wales, such Scheme would not be subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Act. Accordingly, the Scheme would be subject to the disclosure and procedural requirements applicable in the United Kingdom to court-sanctioned schemes of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. No profit forecasts or estimates Other than the Brave Bison FY26 Profit Forecast set out in Appendix 3 of this announcement, no statement in this announcement is intended as a profit forecast, profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Brave Bison or System1 or the Enlarged Group for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Brave Bison or System1 or the Enlarged Group respectively . Rule 26.1 Disclosure In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available at https://bravebison.com/investors/?tab=possible-offer-for-system1, by no later than 12 noon (London time) on the Business Day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. Requesting Hard Copy Documents In accordance with Rule 30.3 of the Takeover Code, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG Corporate Markets helpline on 0371 664 0300. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales or via email at [email protected]. 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 monitored for security and training purposes. Please note that MUFG Corporate Markets cannot provide financial, tax, investment or legal advice. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. Rule 2.9 Disclosure In accordance with Rule 2.9 of the Takeover Code, as at the close of business on 29 July 2026 (being the Business Day prior to the date of this announcement), Brave Bison had in issue 116,319,751 Brave Bison Shares, which are admitted to trading on AIM. The International Securities Identification Number (ISIN) of the Brave Bison Shares is GB00BSLKLP68. Rounding Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. Other Disclosure Requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in one (1) per cent. 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) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (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 Takeover Code, any person who is, or becomes, interested in one (1) per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Takeover Code. 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 of the Takeover Code). 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 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. Disclaimers 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. Forward-Looking Statements This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Brave Bison and/or System1 and certain plans and objectives of Brave Bison and/or System1 with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Brave Bison in the light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Brave Bison does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.   APPENDIX 1 CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER Part A Conditions to the Offer The Offer will be conditional upon: Acceptance Condition 1.   valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Brave Bison may specify, subject to the rules of the Takeover Code and where applicable, with the consent of the Panel), which, when taken together with the System1 Shares that Brave Bison already holds, has acquired or unconditionally contracted to acquire, represent greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1 (the " Acceptance Condition "). For the purposes of this Condition 1: (i)         System1 Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights that they will carry upon issue; (ii)         valid acceptances shall be deemed to have been received in respect of all System1 Shares which are treated for the purposes of Part 28 of the Companies Act 2006 as having been acquired or contracted to be acquired by Brave Bison, wh...

View stock analysis, news, and events for System1 Group Plc