System1 Group PLC
17 July 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
17 July 2026
System1 Group PLC (AIM: SYS1)
("System1", or "the Company", or "the Group")
Reiteration of unequivocal rejection
Shareholder feedback to date confirms the Board's view that the Possible Offer materially undervalues System1 and does not represent fair value for System1 shareholders
The Board of System1 Group plc (the "Board") notes the announcement (the "16 July 2026 Announcement") released earlier today by Brave Bison Group plc ("Brave Bison") and a presentation that Brave Bison posted on its website on 16 July 2026 (the "Presentation"), both of which are in relation to Brave Bison's possible offer for System1 (the "Possible Offer").
The Board wishes to draw the following items to the attention of System1 shareholders.
Shareholder consultation
Subsequent to the release of the announcement made by Brave Bison on 10 July 2026 (the "10 July Brave Bison Announcement") and the announcement made by System1 on 13 July 2026 (the "System1 Announcement"), System1 have consulted with some of the Company's major shareholders. This consultation is ongoing but feedback to date has confirmed the Board's view that the Possible Offer materially undervalues System1 and does not represent fair value for System1 shareholders.
Reference to various premia, including 65% premium to the undisturbed price
The Board notes the references in the 10 July Brave Bison Announcement, and now the Presentation in relation to certain premia linked to System1's historic share prices, notably 27 February 2026, the date prior to the announcement of Brave Bison's investment in System1. The Board believes these references are misleading as they omit the fact that on 16 March 2026 System1 released a positive trading update which had a sustained positive impact on the System1 share price.
No notable premium for control
As per the System1 Announcement and reiterated today, the Board notes that the Possible Offer does not include any notable premium for control of System1, as would be customary in a public M&A control type transaction.
Terms of the Revised Proposal
The Board notes the Possible Offer, which is based on an exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 share, which represents a value of 317 pence per System1 share, based off the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the 10 July Brave Bison Announcement.
The Possible Offer represents approximately a 4 per cent. premium to the System1 share price of 305.0 pence on 10 July 2026, being the last business day prior to the 10 July Brave Bison Announcement, based on Brave Bison's share price on the same date.
The 10 July Brave Bison Announcement noted that the Possible Offer represented a premium of 7 per cent. to the closing price of 305 pence per System1 share on 10 July 2026. The System1 Board notes that this calculation is based on a Brave Bison 20-day volume-weighted average share price of 94 pence to 10 July 2026 rather than the closing price of Brave Bison shares on 10 July 2026.
The Board also notes that the Possible Offer represents a discount of 4.9 per cent., using the closing share prices on 16 July 2026 of 87.5 pence for Brave Bison and 325.0 pence for System1.
Positive Outlook reaffirmed in FY26 Final Results statement
On 16 March 2026, System1 released a Trading Update detailing a strong FY26 H2 trading performance. In the Group's FY26 Final Results, released on 8 July 2026, the Board confirmed a record H2 revenue and new business performance, and announced an increase to the proposed final dividend, reflecting the Board's confidence in the Group's prospects. The outlook statement confirmed FY27 had seen continued strong new business activity and noted System1 entered FY27 with a broader customer base, strong operating discipline and a clear pathway to sustainable growth. The Board believes the Revised Proposal does not reflect this positive outlook.
Taking the above into consideration, and as previously set out in the System1 Announcement, the Board of System1 continues to unanimously and unequivocally reject the Revised Proposal.
A further announcement will be made if and when appropriate. Shareholders are advised to take no action at this time.
There can be no certainty that an offer will be made.
Further information on the Company can be found at www.System1group.com.
For further information, please contact:
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System1 Group PLC |
via Alma |
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James Gregory, Chief Executive Officer |
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Chris Willford, Chief Financial Officer |
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Canaccord Genuity Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser & Broker) |
Tel: +44 (0)20 7523 8000 |
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Simon Bridges / Andrew Potts / Harry Rees |
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Alma Strategic Communications |
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Caroline Forde / Hannah Campbell / Rose Docherty |
Tel: +44 (0)20 3405 0205 |
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 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 Code, any person who is, or becomes, interested in 1% 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(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.
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).
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 Takeover 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.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, System1 confirms that as at the date of this announcement, its issued share capital (excluding 537,700 ordinary shares held in treasury) consisted of 12,689,073 ordinary shares of 1 pence each carrying voting rights of one vote per share. The ISIN reference number for these securities is GB00B1GVQH21 and the Company's LEI number is 213800TDLR42C3Q9ZB74.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of System1 at www.System1group.com/investors promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Market Abuse Regulation
The information contained within this announcement is considered to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain.
The person responsible for arranging the release of this announcement on behalf of System1 is Chris Willford.
Other notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for System1 and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than System1 for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) 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 Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.
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