Brave Bison Raises System1 Offer to £47.5 Million as Delisting Stakes Grow

Brave Bison raises its bid again

Brave Bison Group PLC has increased its takeover offer for System1 Group for a third time, lifting the implied value to 360p per System1 share.

The fourth offer comprises 135p in cash and 2.394 new Brave Bison shares for each System1 share. Based on Brave Bison's 20-day volume-weighted average closing price of 94p on 10 July 2026, the proposal values System1's issued and expected-to-be-issued share capital at approximately £47.5 million.

That is higher than the 327p implied value attached to Brave Bison's firm offer announced on 30 July. It is also above the earlier £43.1 million System1 offer covered previously.

This is now a serious push for control. Brave Bison already owns 27.85% of System1 and has received letters of intent covering a further 10.95%. Together, those positions represent approximately 38.9% of System1's issued share capital.

The full original company announcement contains the detailed offer terms and regulatory notices.

The fourth offer in numbers

Key term	Fourth offer
Cash consideration	135p per System1 share
Share consideration	2.394 new Brave Bison shares
Implied value	360p per System1 share
Implied System1 valuation	£47.5 million
Premium to System1's undisturbed price	82%
Premium to the third offer	10%
Brave Bison ownership plus letters of intent	38.9%
Minimum acceptance condition	More than 50% of voting rights
System1 shareholders' potential ownership of Brave Bison	Approximately 16.6%

The 82% premium compares the offer with System1's undisturbed closing price of 198p on 27 February 2026, immediately before Brave Bison announced its strategic investment.

The offer also represents a 49% premium to the blended 242p price paid by Brave Bison for its strategic investment and a 21% premium to the initial all-share proposal made in June.

One detail deserves emphasis: the quoted 360p value is based on a historic Brave Bison share price reference. Because part of the consideration is paid in shares, the market value received by System1 investors can move with Brave Bison's share price.

Why Brave Bison increased the offer

The latest proposal follows System1's five-month trading update, which reconfirmed expectations for 5% year-on-year revenue growth in the year ending March 2027.

Brave Bison highlighted consensus expectations published on 21 April 2026 showing System1 FY27 revenue of £38.8 million and adjusted profit before tax of £4.2 million.

System1 figure	FY27 consensus	FY26 actual	FY25 actual
Revenue	£38.8 million	£37.0 million	£37.4 million
Adjusted EBITDA	£5.8 million	£3.7 million	£6.6 million
Adjusted profit before tax	£4.2 million	£2.2 million	£5.2 million
Adjusted profit after tax	£2.9 million	£1.4 million	£4.4 million
Net cash	£14.3 million	£12.4 million	£12.9 million

Brave Bison's argument is that System1's expected recovery still leaves profitability below FY25 levels. FY27 adjusted profit before tax is expected to be 19% lower than in FY25, while adjusted profit after tax is expected to be 34% lower.

Based on the £47.5 million valuation, the offer is equivalent to 11.3 times System1's FY27 consensus adjusted operating profit of £4.2 million.

That multiple helps frame the key question for Brave Bison shareholders: is the strategic opportunity worth increasing the price for a business whose projected revenue is growing, but whose expected profit remains below earlier levels?

Support is building, but control is not secured

Brave Bison owns 3,534,010 System1 shares. Letters of intent have also been received for 1,388,891 shares from investors including former System1 chief executive Stefan Barden and members of the Barden family.

Combined ownership and intended acceptances cover 4,922,901 System1 shares, or approximately 38.9% of the issued share capital.

That is meaningful support, but it remains below the offer's minimum acceptance condition of more than 50% of the voting rights normally exercisable at a System1 general meeting.

Letters of intent are also not the same as completed acceptances. The transaction therefore remains conditional, and its outcome continues to depend on the response from other System1 shareholders.

No revised closing date for the increased offer was disclosed in this announcement. Brave Bison said the increased offer document and updated acceptance form would be published shortly.

Dilution and financing matter for Brave Bison investors

If the fourth offer is accepted in full, former System1 shareholders would own approximately 16.6% of Brave Bison's enlarged ordinary share capital.

There is also an alternative all-share offer of 3.36 new Brave Bison shares for each System1 share. This alternative is unchanged and remains open to eligible System1 shareholders. If fully accepted, System1 shareholders would own approximately 21.8% of Brave Bison.

That makes dilution an important part of the investment case. Issuing shares reduces existing investors' percentage ownership, although the economic outcome ultimately depends on what System1 contributes to the enlarged group.

The cash consideration will be financed through Brave Bison's facilities agreement. Cavendish, acting as financial adviser, confirmed that sufficient resources are available to meet the cash element in full.

Brave Bison also pointed to its recent first-half performance. Net revenue increased 98% to £23.9 million, adjusted EBITDA rose 98% to £4.5 million and adjusted profit before tax increased 120% to £4.1 million. Net cash excluding lease liabilities stood at £4.7 million.

These figures show strong recent growth, but completing a takeover would add integration demands alongside the financing and share issuance.

AIM delisting raises the pressure on System1 holders

If Brave Bison reaches at least 75% of System1's voting rights after the offer becomes unconditional, it intends to apply to cancel System1's AIM admission and re-register the company as private.

Cancellation would be expected no earlier than 20 business days after the offer becomes unconditional, subject to AIM requirements.

This matters because System1 investors who do not accept could be left holding shares in a private company controlled by Brave Bison. Those shares would likely be substantially less liquid and harder to sell, with no certainty of another opportunity on comparable terms.

The delisting plan therefore increases the practical stakes as the acceptance level moves closer to the required thresholds.

What Brave Bison shareholders should watch next

The higher offer improves Brave Bison's chances of securing System1, and the 38.9% combined position gives it a substantial starting point. The offer also has confirmed financing for its cash component.

However, the group has increased its proposed price three times, the consideration involves meaningful new share issuance, and majority support has not yet been secured. The implied value also remains sensitive to Brave Bison's share price because of the share-based component.

The next important developments will be publication of the increased offer document, updated acceptance figures and whether Brave Bison crosses the more-than-50% condition. Beyond that, reaching 75% would bring the proposed AIM cancellation firmly into view.