Brave Bison Launches £43.1 Million Offer for System1 Group

Brave Bison Group PLC has formally launched an improved cash-and-share offer for System1 Group, valuing the marketing decision-making platform business at approximately £43.1 million.

The proposal is pitched as a way to create what Brave Bison calls AIM's challenger marketing data and technology company. On a pro-forma basis, meaning the figures are presented as if the two companies were already combined, the enlarged group would have net revenue of £79 million and adjusted EBITDA of approximately £14 million.

For Brave Bison shareholders, this is a potentially transformative deal. It also brings meaningful execution risk, additional debt and share dilution.

The offer at a glance

Under the main cash-and-share offer, System1 shareholders would receive:

• 135p in cash for each System1 share
• 2.04 new Brave Bison shares for each System1 share

Based on Brave Bison's 20-day volume-weighted average share price of 94p on 10 July 2026, the proposal implies a value of 327p per System1 share.

Key offer detail	Figure
Implied System1 valuation	£43.1 million
Implied value per System1 share	327p
Cash component	135p
Share component	2.04 Brave Bison shares
Premium to System1's undisturbed 198p price	65%
Multiple of System1 FY26 operating profit	20.4 times
Brave Bison's existing System1 holding	Approximately 28%
Minimum acceptance condition	Greater than 50% of voting rights

System1 shareholders would own approximately 14.5% of Brave Bison following full acceptance of the main offer.

There is also an all-share alternative of 3.36 new Brave Bison shares for each System1 share. At Brave Bison's 91.5p closing price on 29 July 2026, that alternative was worth an illustrative 307p per System1 share. System1 shareholders would own approximately 21.8% of Brave Bison if the alternative offer were accepted in full.

Because much of the consideration consists of Brave Bison shares, its eventual value will move with the Brave Bison share price.

Why Brave Bison wants System1

Brave Bison already owns 3,534,010 System1 shares, representing approximately 28% of the company. It acquired this strategic holding in March 2026 at a blended average price of 242p per share.

The company has also attended System1 board meetings as an observer since April 2026. It believes the combination would provide the capital, talent and technical infrastructure required to compete as artificial intelligence changes the marketing technology industry.

The proposed enlarged group would generate approximately 58% of pro-forma net revenue from high-margin, scalable platform solutions. It would serve more than 700 customers across the UK, European Union and US, with limited customer concentration risk.

Brave Bison plans to organise the combined company around three divisions:

1. Marketing Effectiveness, built around System1's marketing decision-making platform.
2. Marketing Excellence, containing Brave Bison's MiniMBA training business.
3. Marketing Execution, covering performance marketing, social media, influencer and insight services.

This structure has a clear strategic logic. It would give the group exposure to marketing measurement, professional training and campaign delivery rather than relying on a single service line.

The financial attraction

The headline attraction is scale. Pro-forma net revenue of £79 million and adjusted EBITDA of approximately £14 million would make the enlarged business substantially larger than Brave Bison alone.

Those figures exclude potential savings from duplicated board, public company, property and IT costs. Brave Bison therefore sees scope to improve profitability further, although the expected savings and the costs required to achieve them were not disclosed.

Management also believes the enlarged group would be likely to enter the AIM 100 Index. That could widen its potential institutional shareholder base and improve trading liquidity, although index inclusion is not guaranteed.

The valuation deserves attention. The £43.1 million offer is equal to 20.4 times System1's FY26 operating profit of £2.11 million. Brave Bison is therefore paying a substantial multiple for the strategic and growth opportunities it sees in System1.

Funding and dilution for Brave Bison shareholders

The cash element is fully funded through a senior facility agreement with Barclays Bank. No equity fundraising is required to implement the transaction.

Avoiding a separate fundraising removes one source of uncertainty, but debt financing still increases financial commitments for the enlarged group. Details of the facility are expected in the formal offer document.

Existing Brave Bison investors also face dilution because new shares will be issued as consideration.

Under full acceptance of the cash-and-share offer, up to 19,710,543 new Brave Bison shares would be issued, increasing the company's issued share capital by approximately 17%.

Under full acceptance of the all-share alternative, up to 32,423,843 shares could be issued, increasing issued share capital by approximately 28%. Brave Bison estimates that existing shareholders would be diluted by between approximately 14% and 22%, depending on shareholder elections.

The strategic case therefore needs to translate into stronger long-term earnings if the transaction is to compensate existing investors for the extra shares and debt.

Employment and integration risks

Brave Bison expects System1's management and employees to remain important to the enlarged business, but it also anticipates material aggregate headcount reductions.

The company expects duplicated or unnecessary head-office positions in areas such as legal, company secretarial and other corporate functions. It plans to review the optimal employee structure within 12 months of completion.

Brave Bison does not intend to make material reductions of 5% or more among System1's client-facing employees, subject to System1 management's existing cost-reduction programme. It also plans to review property leases and consider whether the group can operate across fewer premises.

These measures may support cost savings, but integration can distract management and affect staff retention. No quantified synergy target or restructuring cost was disclosed.

What happens next?

The offer requires acceptances that, together with Brave Bison's existing holding and any additional shares acquired, represent more than 50% of System1's voting rights.

Brave Bison has consulted System1 shareholders representing approximately 14% of its issued share capital. Combined with Brave Bison's 28% holding, that covers approximately 42% of System1's shares, but consultation should not be confused with committed acceptances.

The current offer's recommendation status from the System1 board was not disclosed in this announcement. The board had previously said it was unable to recommend Brave Bison's earlier proposals, although it engaged constructively and provided access to focused due diligence.

If Brave Bison reaches 75% of System1's voting rights, it intends to seek the cancellation of System1's AIM listing and re-register the business as a private company. At 90% of the shares to which the offer relates, it intends to use compulsory acquisition provisions to acquire the remainder.

System1 shareholders may also receive a proposed final dividend of 6p per share in addition to the offer consideration, subject to approval at the company's annual general meeting on 25 September 2026.

The formal offer document is expected within 28 days of the announcement and will contain the timetable, financing details and full conditions. Investors should read the original company announcement and the offer document when published.

A bold deal with plenty to prove

This is a significant strategic move for Brave Bison. System1 would add a scalable marketing effectiveness platform, increase recurring platform exposure and give the enlarged group considerably greater financial and operational scale.

The positives are the broader revenue mix, international customer base and potential removal of duplicated costs. The main concerns are the 20.4 times operating profit valuation, debt-funded cash consideration, shareholder dilution and integration risk.

The next important signals will be System1's formal response, the level of shareholder acceptances and the detailed financing and timetable contained in the offer document.