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

10 September 2026

System1 Group PLC (AIM: SYS1)

 ("System1", or “the Company”, or “the Group”)

Publication of Response Document

and

Support from certain shareholders to not accept the Offer by Brave Bison

The Board of System1 today announces the publication by System1 of a response document (the "Response Document") in respect of the offer document published by Brave Bison Group plc ("Brave Bison") on 27 August 2026 relating to the unsolicited offer by Brave Bison for the entire issued and to be issued share capital of System1 not already owned by Brave Bison (the “Offer”). The Response Document includes a letter from the Chairman of the Company setting out the Board’s views on the Offer and the reasons for the Board’s unanimous rejection of the Offer.  The reasons for the Board’s recommendation is set out below. This should be read together with the Response Document in its entirety.

Shareholder support for the System1 Board

System1 has received written confirmations from each of its Directors that they have no current intention to accept Brave Bison’s Offer in respect of their own beneficial holdings (or System1 Shares over which they control the voting rights) totalling 1,031,260 System1 Shares, representing in aggregate approximately 8.13 per cent. of System1’s issued ordinary share capital as at 9 September 2026.

In addition to the letters of intent received from the System1 Directors, System1 has received written confirmations from certain other System1 Shareholders that they have no current intention to accept Brave Bison’s Offer in respect of their beneficial holdings totalling 1,710,764 System1 Shares, representing in aggregate approximately 13.48 per cent. of System1’s issued ordinary share capital as at 9 September 2026.

In total, System1 has received written confirmations from certain System1 shareholders that they have no current intention to accept Brave Bison’s Offer in respect of their beneficial holdings totalling 2,741,934 System1 Shares, representing in aggregate approximately 21.61 per cent. of System1’s issued ordinary share capital as at 9 September 2026.

Recommendation to Reject the Offer

The System1 Board, who have been so advised by Canaccord Genuity as to the financial terms of the Offer, does not consider the terms of the Offer to be fair and reasonable, and unanimously recommends that System1 Shareholders reject Brave Bison’s wholly inadequate offer – which undervalues the Company – and take no action in respect of their shares.

Canaccord Genuity is providing independent financial advice to the System1 Directors under Rule 3 of the Code. In providing their views, Canaccord Genuity has taken into account the commercial assessments of the System1 Directors. The Directors have no current intention to accept Brave Bison’s Offer in respect of their own shareholdings.

The relevant history

On 8 June 2026, the Board received an unsolicited, indicative proposal from Brave Bison in relation to a possible all-share offer for the entire issued and to be issued share capital of System1 not already held by Brave Bison. The proposal was an exchange ratio of 3.5988 new Brave Bison shares for each System1 Share (the “Initial Proposal”). This Initial Proposal represented no premium to the System1 share price at that time and would have led to System1 Shareholders holding approximately 24 per cent.[1] of the enlarged Brave Bison.

The Board, together with its advisers, carefully considered the Initial Proposal and unanimously concluded that it materially undervalued System1 and its prospects. Notwithstanding this, acknowledging Brave Bison’s position as a major shareholder of System1, the Board engaged constructively and shared certain information with Brave Bison. This led to a period of positive dialogue between System1 and Brave Bison, with the intention of helping Brave Bison to materially improve the terms of its Initial Proposal.

Following the Initial Proposal, no further proposal was received from Brave Bison and as a result, the Board unanimously and unequivocally rejected the Initial Proposal on 8 July 2026.

On 13 July 2026, Brave Bison announced an unsolicited proposal to acquire System1 based on a reduced exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 Share (the “Revised Proposal”). This represented a value of 317 pence per System1 Share, based on the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the 13 July Announcement.

The Board of System1 was informed of the 13 July 2026 Announcement on 10 July 2026. It considered the Revised Proposal and believed it materially undervalued System1. The Board unanimously and unequivocally rejected the Revised Proposal.

On 30 July 2026, Brave Bison announced (the “Brave Bison Rule 2.7 Announcement”) an unsolicited offer to acquire System1 for a consideration of 2.04 new Brave Bison shares and 135 pence in cash for each System1 Share (the “Cash and Shares Offer”). Brave Bison also announced an all-share offer, comprising 3.36 Brave Bison shares for each System1 Share (the “Alternative Offer”), as an alternative to the Cash and Shares Offer.

On 31 July 2026, the Board announced that it did not see the Cash and Shares Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1 unanimously and unequivocally rejected the Cash and Shares Offer and the Alternative Offer.

On 27 August 2026, Brave Bison released an announcement (the “Brave Bison Offer Document Posting Announcement”) in relation to the posting of the Brave Bison offer document (“Offer Document”) following the Brave Bison Rule 2.7 Announcement released on 30 July 2026 by Brave Bison in relation to the Cash and Shares Offer and the Alternative Offer.

On 28 August 2026, the Board released an announcement in relation to the Brave Bison Offer Document Posting Announcement. The Board noted that there was no change in the terms of the Cash and Share Offer or the Alternative Offer in the Offer Document from that announced in the Brave Bison Rule 2.7 Announcement. The Board also noted that the Offer Document does not include any irrevocable undertakings or letters of intent from System1 Shareholders expressing support for the Cash and Shares Offer or the Alternative Offer.

On 28 August 2026, the Board stated that it did not see the Cash and Shares Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1 unanimously and unequivocally rejected the Cash and Shares Offer and the Alternative Offer.

The value of Brave Bison’s offer; it is a discount to the System1 share price

The Cash and Shares Offer, based on Brave Bison’s closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implied a value of 321.7 pence per System1 Share. This represented a discount of 6.8 per cent. to System1’s closing share price of 345.0 pence per share on 29 July 2026.

The Cash and Shares Offer, based on Brave Bison’s closing share price of 84.5 pence per share on 26 August 2026, being the last business date before the Brave Bison Offer Document Posting Announcement, implied a value of 307.4 pence per System1 Share. This represents a discount of 8.2 per cent. to System1’s closing share price of 335.0 pence per share on 26 August 2026. The value of Brave Bison’s Cash and Shares Offer has reduced materially since it was initially announced on 30 July 2026.

The Board also notes the Alternative Offer. The Alternative Offer, based on Brave Bison’s closing share price of 91.5 pence on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implied a value of 307.4 pence for each System1 Share. This represented a discount of 10.9 per cent. to System1’s closing share price of 345.0 pence per share on 29 July 2026.

The Alternative Offer, based on Brave Bison’s closing share price of 84.5 pence on 26 August 2026, being the last business date before the Brave Bison Offer Document Posting Announcement, implied a value of 283.9 pence for each System1 Share. This represented a discount of 15.2 per cent. to System1’s closing share price of 335.0 pence per share on 26 August 2026.

The Cash and Shares Offer, based on Brave Bison’s closing share price of 87.0 pence per share on 9 September 2026, being the last business date before this document was posted, implies a value of 312.5 pence per System1 Share. This represents a discount of 8.1 per cent. to System1’s closing share price of 340 pence per share on 9 September 2026.

Continued positive trading

On 16 March 2026, System1 released a trading update detailing a strong trading performance. In the Group’s 31 March year end results, announced 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.

Today, 10 September 2026, in a desire to make sure our shareholders are as up to date as possible on current trading, System1 has released a trading update of the first five months of the 2027 financial year (April – August 2026). The Board is pleased to report that unaudited revenue for the first five months of FY27 was £15.9 million, up positively from £14.3 million over the same period in the prior year. The Board remains comfortable with the FY27 Profit Forecast, and the business is trading strongly. It is also pleasing to note that for the first time the US is now our largest market for revenues.

The Board acknowledges that trading in FY26 was more challenging but it has proactively sought to address this through focusing on the right investments and the overall cost base. The trading update announced today supports the Board’s confidence in the Company as a standalone entity under the governance of its existing leadership.

The Board is fully cognisant of the need to continue to drive value for shareholders and is open to value enhancing M&A opportunities.

References by Brave Bison to various premia, including 65 per cent. premium to the undisturbed price are misleading

The Board notes the references in the Brave Bison Rule 2.7 Announcement in relation to certain premia linked to System1’s historic share prices, notably 27 February 2026 when the System1 share price closed at 198.0 pence per share, the date prior to the announcement of Brave Bison’s investment in System1 over four months ago. The Board believes these references are inappropriate as they suggest the rise in System1’s share price is solely linked to the Brave Bison investment. The references omit the important fact that System1 announced positive trading updates on 16 March 2026, 21 April 2026 and 8 July 2026.

The System1 share price closed at 212 pence per share on 13 March 2026, the business day prior to System1’s trading update that was announced on 16 March 2026. This is 14 pence per share higher than the share price on 27 February 2026, the date prior to the announcement of Brave Bison’s investment in System1.

The Board notes that the Brave Bison Rule 2.7 Announcement used the 20-day-volume weighted average closing share price of Brave Bison of 94 pence on 10 July 2026 (being the last business date before the commencement of the offer period). You should note that this is not the level at which the Brave Bison shares were trading at that time. The closing share price of Brave Bison on 30 July 2026 was 88.5 pence per share. This would reduce the Cash and Share Offer to an implied value of 315.5 pence per share.

The Board believes the trading update announcement on 16 March 2026 together with the publication of the Company’s 31 March 2026 year end results, announced on 8 July 2026, have had a sustained positive impact on the System1 share price and should be considered when evaluating any suggested premium by Brave Bison. The Board notes that System1’s closing share price was 305 pence per share on 10 July 2026, being the last business date before the commencement of the Offer Period.

No premium for control

The Offer is a takeover. It is not a merger where one might expect to see low or no premiums implied from an all share, exchange ratio, type transaction. Brave Bison is offering a combination of cash and its own shares as consideration for your System1 Shares. If a company is acquiring control of another company that will enable the acquirer to benefit from synergies from the acquisition, then it is customary that an acquirer should pay a control premium for that benefit.

The Offer does not provide any premium for the control of System1. An offer made at a discount to the current share price is not customary and does not provide all System1 Shareholders with a suitable premium for control.

This offer is being made at a discount to the current value of your System1 Shares no matter how Brave Bison presents it.

Share liquidity not guaranteed to improve

The Brave Bison Rule 2.7 announcement references that Brave Bison believes that the Enlarged Group would benefit from improved share liquidity for both Brave Bison and System1’s shareholders as part of the Enlarged Group.

The Board notes that Brave Bison’s shares are tightly held, with 48.2 per cent. owned by the top three shareholders in Brave Bison. Over the past two years, the average daily volume of shares traded (as a percentage of the relevant issued share capital) is not materially different between Brave Bison and System1. There can be no guarantee that Brave Bison’s share liquidity will be improved if System1 Shareholders accept the Offer and become shareholders in the Enlarged Group. In addition, there can be no guarantee that the Enlarged Group would become a constituent of the AIM 100 index.

Brave Bison strategic rationale is unclear

Brave Bison has stated that System1 will form a newly established Marketing Effectiveness division within Brave Bison. System1 will in effect be a standalone business within Brave Bison.

Brave Bison has stated the following:

• that the System1 Board has acknowledged the strong underlying industrial logic in combining two already connected marketing technology companies. The Board acknowledges there are benefits that can be achieved by having increased scale and with the removal of certain central costs but notes that these benefits are likely to be limited in the proposed combination with Brave Bison as System1 would be a standalone business within the Enlarged Group. The Board believes this is different to strategic rationale as Brave Bison does not have a marketing effectiveness platform and the Board believes there is limited commercial overlap in the two businesses’ offering.

• that the combination of Brave Bison and System1 would enable decisive investment to compete against well-resourced rivals. The Board notes that System1 has a strong cash balance and is able to make investments in growth without being part of Brave Bison.

• that the combined financial firepower and infrastructure would accelerate product development and support attracting and retaining world-class talent. The Board believes System1 can do this effectively without being owned by Brave Bison.

• that the Enlarged Group would benefit from the combined scale, capital and talent base to enable decisive investment in AI capabilities. The Board believes that its standalone AI strategy is capable of delivering the benefits independently.

The Board is unclear about the merits of the strategic rationale of Brave Bison acquiring System1. This is different to the industrial logic that Brave Bison sets out around scale. The Board accepts that the Enlarged Group would be larger than Brave Bison is currently, and there would be the removal of some duplication of certain head office roles and functions and other costs. However, this does not feel strategic nor reflective of an ability to accelerate growth. The Board also notes that there are no statements from Brave Bison that would suggest that they would look to support System1’s growth or that they would seek to introduce one or more of System1’s products to Brave Bison’s customers who are not currently System1 customers.

Brave Bison’s organic growth is unclear

A key limb of Brave Bison’s strategy is to acquire businesses to build scale, and it has acquired several businesses over the past few years and grown its overall equity value. Brave Bison’s financial results do not separately disclose the organic growth of Brave Bison excluding the impact of acquisitions made in any given financial year. As a result, it is not possible to assess the longer-term contribution made by Brave Bison’s acquisitions to the reported revenue and profit growth and therefore to determine whether the underlying Brave Bison Group, excluding acquisition/s made in any given financial year, is growing revenue or profit.

The Board believe this is a relevant consideration for System1 Shareholders who are considering whether to accept the Cash and Shares Offer or the Alternative Offer.

Long Term Incentive Plan, no awards have been concluded

Brave Bison stated in the Brave Bison Rule 2.7 Announcement that 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 the LTIP vesting conditions over these awards, including a minimum share price of 635 pence per System1 Share.

The Board confirmed in the 31 July 2026 announcement that the Remuneration Committee has not met to discuss the LTIP in the context of the Revised Offer and as such no decisions have been taken by the Remuneration Committee in respect of the possible issuance of shares in relation to the Company’s LTIP. System1’s advisers, directed by your Board in an effort to be helpful to Brave Bison, provided guidance on a possible quantum of options that could be granted but at the same time again confirmed that the Remuneration Committee has not decided on any quantum and it would be unusual to do so at this time.

Absence of shareholder support

The Board notes that neither the Brave Bison Offer Document Announcement nor the Offer Document itself included any irrevocable undertakings or letters of intent from System1 Shareholders.

The Board is pleased to confirm it has received written letters of intent from each of the System1 Directors and certain System1 Shareholders confirming they intend not to support the Cash and Shares Offer. In total this written support amounts to 21.61 per cent of System1’s issued share capital. Further details are set out below and in the Response Document.

Debt Funding of the cash element of the Cash and Shares Offer is largely covered by System1’s own cash balances

The Board notes the Brave Bison Rule 2.7 Announcement that the Cash and Shares 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.

The Cash and Shares Offer implies a cash element in total of approximately £12.4 million, (assuming an issued share capital of 9,155,063, being the System1 Shares subject to the Cash and Shares Offer, excluding the System1 Shares held by Brave Bison, 537,700 treasury shares and any potential additional System1 Shares issued following exercise of options under System1’s Long Term Incentive Plan).

System1’s cash balance at 31 March 2026 was £12.4 million which is broadly comparable to the £12.4m of debt funding required from the Brave Bison debt facility to fully fund the cash element of the Cash and Shares Offer (excluding the System1 Shares held by Brave Bison, 537,700 treasury shares and any potential additional System1 Shares issued following exercise of options under System1’s Long Term Incentive Plan). It could be argued that the cash element of the Brave Bison offer will ultimately be largely funded by System1’s own cash.

Opportunistic timing

Brave Bison acquired its approximate 28 per cent. holding in System1, in large part from System1’s former founder, at an average in price of 242 pence per System1 Share. The timing for this acquisition of System1 Shares was well placed on 2 March 2026, not long before the announcement of System1’s improved trading and outlook on 16 March 2026.

Since becoming System1’s largest shareholder, Brave Bison has had certain access to information and diligence via the relationship agreement we put in place. Brave Bison can see the underlying improvements and activity in the business. The trading update announced today highlights our improved revenues and positive trading. We believe the Cash and Shares Offer and the Alternative Offer are opportunistic and do not reflect the underlying momentum in the business or its wider strategic value.

System1 Board support to Reject the Offer

System1 has received written confirmations from each Director that they have no current intention to accept Brave Bison’s Offer in respect of their own beneficial holdings (or System1 Shares over which they control the voting rights) totalling 1,031,260 System1 Shares, representing in aggregate approximately 8.13 per cent. of System1’s issued ordinary share capital as at 9 September 2026 as follows:

Note:

1.       Percentages are calculated on the basis of 12,689,073 System1 Shares (excluding Treasury Shares) in issue as at 9 September 2026 and rounded to two decimal places.
2.       Lewis Robinson has an interest in the Company via Crucible Clarity Fund. Crucible Clarity Fund is managed by Crucible Management Limited and Lewis Robinson is on the board of directors that control voting, acceptance and trading decisions.

System1 Shareholder support to Reject the Offer

In addition to the letters of intent received from the System1 Directors, System1 has received written confirmations from certain other System1 Shareholders that they have no current intention to accept Brave Bison’s Offer in respect of their beneficial holdings totalling 1,710,674 System1 Shares, representing in aggregate approximately 13.48 per cent. of System1’s issued ordinary share capital as at 9 September 2026 as follows:

Note:

1.       Percentages are calculated on the basis of 12,689,073 System1 Shares (excluding Treasury Shares) in issue as at 9 September 2026 and rounded to two decimal places

2.       James Gregory’s wife.

The Response Document is published in accordance with Rule 25.1(a) of the Code and will today be posted or otherwise made available to System1 Shareholders and persons with information rights. 

Capitalised terms used but not defined in this announcement have the meanings given to them in the Response Document.

Further information on the Company can be found at www.System1group.com.

For further information, please contact:

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.