System1 Group PLC
13 July 2026
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Bainsville Commercial Inc |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
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Lord Ashcroft KCMG PC |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
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System1 Group plc (offeree) |
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(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
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(e) Date position held:
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13th July 2026 |
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
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YES
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2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
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Class of relevant security:
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|||
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
211,730
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1.67 |
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|
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(2) Cash-settled derivatives:
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|
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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TOTAL: |
211,730
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1.67 |
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(b) Rights to subscribe for new securities (including directors' and other employee options)
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Class of relevant security in relation to which subscription right exists: |
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Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
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Class of relevant security |
Purchase/sale
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Number of securities |
Price per unit |
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(b) Cash-settled derivative transactions
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Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
(ii) Exercise
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Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
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None
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(c) Attachments
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Is a Supplemental Form 8 (Open Positions) attached? |
NO |
Date of disclosure: |
13th July 2026 |
Contact name: |
Philip Osborne |
Telephone number*: |
+501 227 7178 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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