Response to announcement by Brave Bison Group plc
Possible cash-and-share offer values System1 at 327 pence per share, representing a 65% premium to the undisturbed share price
LONDON: Brave Bison Group plc, the next-generation marketing and technology partner for global brands, has confirmed it is in collaborative discussions with System1 Group plc regarding a potential combination that would create a major new force on AIM.
The possible offer, which remains subject to further negotiations, would see System1 shareholders receive 68 pence in cash and 2.7553 new Brave Bison shares for each System1 share held. Based on Brave Bison’s 20-day volume-weighted average share price of 94 pence to 10 July 2026, the offer values each System1 share at approximately 327 pence, a statement said.
The possible offer values System1’s entire issued share capital at £43.1 million, equivalent to 20.4x System1’s FY26A operating profit of £2.11 million.
Brave Bison already holds a strategic 28% stake in System1, acquired on 2 March 2026, making it System1’s largest shareholder. This initial investment included a share exchange with System1’s founder, John Kearon, who now holds an 8% stake in Brave Bison.
The possible offer assumes 494,890 System1 shares will be issued pursuant to accelerated vesting of management long-term incentive plan awards if the transaction proceeds.
Enlarged Group to Generate £79 Million Net Revenues
The combination would create AIM’s challenger marketing data and technology company, with pro-forma net revenues of £79 million and Adjusted EBITDA of £14 million. Notably, this pro-forma does not include cost savings from eliminating duplicate board, plc, property and IT costs, which have the potential to increase profitability further.
The enlarged group would have a highly desirable revenue mix, with approximately 58% of net revenue derived from high-margin, scalable platform solutions. Revenue would be diversified across the UK, EU and US, with over 700 customers and limited concentration risk.
Following completion, Brave Bison intends to restructure operations around three divisions:
· Marketing Effectiveness: Led by System1 CEO James Gregory, comprising System1’s evidence-based methodology helping brands like Ikea, Pfizer and Sky optimise creative and media spend
· Marketing Excellence: Featuring MiniMBA, the leading marketing skills platform serving enterprise clients including Nestle, Omnicom and BT
· Marketing Delivery: Encompassing Brave Bison’s agency activity across performance marketing, social media and insight services for brands including New Balance, Primark and PGA Tour
The board believes the enlarged group would be likely to gain inclusion in the AIM 100 Index, increasing its relevance to institutional investors and materially expanding its potential shareholder base.
The possible offer is fully funded by a credit facility in advanced stages of negotiation, with no equity fundraising required to implement the combination.
The deadline for Brave Bison to announce a firm intention to make an offer or walk away is 5:00 p.m. on 7 August 2026.
