REG - Brave Bison Grp PLC - Strategic Investment in System1

Brave BisonAnnouncement

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RNS Number : 8932U  Brave Bison Group PLC  02 March 2026

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of 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 is now
considered to be in the public domain.

 

2 March 2026

 

Brave Bison Group plc

 

("Brave Bison" or the "Company", together with its subsidiaries "the Group")

 

Strategic Investment

 

Issue of Equity

 

and

 

Total Voting Rights

 

Strategic 28% investment in marketing effectiveness leader System1

 

Brave Bison supports the board's strategy

 

Brave Bison, the next-generation marketing and technology partner for global
brands, is pleased to announce the acquisition of a 28% direct equity interest
in System1 Group plc ("System1") by way of a share-for-share exchange with
John Kearon, System1's founder and largest shareholder, and on-market
purchases totalling £1.3 million (together the "Strategic Investment").

 

In exchange for his 2,919,793 ordinary shares in System1, John Kearon will be
issued with 9,810,504 new ordinary shares in Brave Bison, representing 8.7% of
the Group's enlarged issued share capital, at an issue price of 74 pence per
new Brave Bison share (the "Issue Price"). John Kearon has agreed to an
18-month lock up period.

 

In addition, Brave Bison has acquired a further 628,111 shares for cash via
on-market purchases for a total consideration of £1.3 million at a price of
210 pence per share.

 

Based on the Issue Price and on-market purchases, the blended price per
System1 share acquired is 242 pence, representing an FY26e EV/EBITDA of 5.2x.

 

Under the equity method of accounting, the Strategic Investment is expected to
increase Brave Bison adjusted profit after tax by approximately 5% on a
pro-forma basis. Based on consensus estimates, System1 is expected to report
net cash as at 31 March 2026 of approximately £12 million.

 

Brave Bison is supportive of the strategy presented by the board of System1 at
the company's capital markets day in October 2025 and, where possible, intends
to provide support in the execution of this plan.

 

System1 Summary Financials

 

 £m, 31 March   FY23  FY24  FY25  FY26e((1))
 Revenue        23.4  30.0  37.4  35.8
 Adj. EBITDA    1.6   4.4   6.6   3.6
 Net Cash((2))  5.7   9.6   12.9  12.2

 

(1) Company compiled consensus estimates: Singer Capital Markets, 20 January
2026 and Canaccord Genuity, 20 January 2026

(2) Excluding lease liabilities

 

John Kearon, Founder of System1, commented:

 

"I'm delighted to be rolling my equity interest in System1 into Brave Bison. I
firmly believe that with Brave Bison's shared ambition, vision, and support,
System1 will be best able to fulfil its growth potential and create a braver,
brighter future."

 

About System1

 

System1 is a marketing effectiveness business that allows major brand
advertisers to test marketing campaigns and product innovation through a
purpose-built platform and data-led consultancy. Customers include Sky,
Waitrose and Subway.

 

System1 was founded by John Kearon in 2006 and the company's flagship Test
Your Ad is now one of the most respected creative testing platforms in the
industry. Test Your Ad uses second-by-second emotional responses to score and
rank creative campaigns against a database of over 120,000 adverts with over
18 million tracked emotional responses. Test Your Ad has grown from 81
customers in 2021 to 533 customers in 2025, and approximately 40% of System1's
revenue is generated in the US.

 

Strategic Rationale

 

Shared customer needs and complimentary solutions

 

Brave Bison's mission to help businesses capitalise on the complexity of the
modern marketing landscape aligns closely with System1's mission to make
marketing more effective. In an increasingly fragmented, AI-accelerated and
data-saturated environment, modern marketers face great difficulty in
identifying the levers that truly drive growth.

 

With Brave Bison focused on orchestrating bespoke solutions across marketing
consultancy, training and execution to capitalise on that complexity, System1
provides the behavioural science and predictive effectiveness framework that
can ensure those decisions translate into measurable commercial impact.

 

Our two separate missions converge around a shared objective: enabling brands
to make better decisions, deploy resources with greater confidence, and
achieve measurable growth in an increasingly complex environment.

 

A unified and holistic view of marketing effectiveness for customers

 

System1's evidence-based principles of marketing effectiveness align directly
with the marketing science foundations taught through the MiniMBA and
delivered through Brave Bison's agency services, as is evidenced by a
significant overlap across our existing customer bases.

 

Thought leadership as a commercial advantage

 

Brave Bison and System1 share a growth philosophy characterised by community,
education and evidence-led thought leadership. Through MiniMBA founder
Professor Mark Ritson, Brave Bison leverages one of the marketing industry's
most respected voices to build credibility, deepen senior client relationships
and create upstream commercial opportunity.

 

Similarly, System1 amplifies its effectiveness credentials through thought
leaders such as John Kearon, Andrew Tindall (researcher and LinkedIn Top
Voice), Orlando Wood (IPA Fellow, researcher and author) and Jon Evans (host
of industry-leading podcast Uncensored CMO) to position the business at the
forefront of the effectiveness debate. Both businesses have also seen
significant success engaging and scaling loyal communities of marketers
through their SocialMinds (Brave Bison) and Uncensored CMO (System1) podcasts.

 

In both cases, thought leaders are not just effective brand ambassadors but
core drivers of demand generation, differentiation and trust.

 

Admission of new Ordinary Shares and Total Voting Rights

 

As a result of the Strategic Investment, application has been made for a total
of 9,810,504 new Ordinary Shares to be admitted to trading on AIM
("Admission"). Admission is expected to occur at 8.00 a.m. on 4 March 2026 and
the new Ordinary Shares will, on issue, rank pari passu in all respects with
the Company's existing Ordinary Shares.

 

On Admission, the Company will have a total of 112,284,802 Ordinary Shares in
issue. No Ordinary Shares are held in treasury. The figure of 112,284,802 may
be used by the Company's shareholders as the denominator in the calculations
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

For further information please contact: 

 

Brave Bison Group
plc
via Cavendish

Oliver Green, Executive
Chairman                                                          

Theo Green, Chief Growth Officer 

Philippa Norridge, Chief Financial Officer 

 

Cavendish Capital
Markets
Tel: +44 (0) 20 7220 0500

Nominated Adviser & Joint Broker 

Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance

Michael Johnson / Sunila de Silva - ECM

 

Singer Capital
Markets
Tel: +44 (0) 20 7496 3000

Joint Broker

Alex Bond / Sara Hale

 

About Brave Bison

 

Brave Bison is a media, marketing and technology partner for global brands.
With operations across eight countries including the UK, US, India, Australia
and Egypt, Brave Bison supports customers with marketing consultancy,
execution and training services via a connected, AI-enabled operating model.

 

The company operates through three divisions: marketing consultancy, marketing
training and sport and entertainment. The marketing consultancy division
designs and deploys bespoke, insight-led and AI-enabled growth strategies for
global brands and businesses including New Balance, Primark and Google via
specialist agencies including SocialChain and MTM. The sport and entertainment
division monetises content and scales communities for the biggest creators,
teams and federations on the planet-from Real Madrid to the US Open. Finally,
the marketing training division, MiniMBA, is an eLearning platform offering
industry-leading MBA-level training in brand, marketing and business strategy
for leading global enterprises such as Carlsberg, Nestlé and Salesforce.

 

Forward-looking Statements

 

This announcement regarding the Strategic Investment contains statements about
Brave Bison and/or System1 that are or may be deemed to be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "hopes", "continues", "would", "could", "should", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward-looking statements. These forward-looking
statements are not based on historical fact and are not guarantees of future
performance. By their nature, such forward-looking statements involve known
and unknown risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond Brave Bison's ability to control or estimate
precisely. These factors include, but are not limited to, changes in political
and economic conditions, changes in levels of capital investment, success of
business and operating initiatives, the impact of any acquisitions or similar
transactions, changes in clients' strategies, changes in the regulatory
environment and fluctuations of rates, and changes in tax rates. Except as
expressly provided in this announcement, they have not been reviewed by the
auditors of Brave Bison or System1. Neither Brave Bison, nor any of its
respective members, associates or directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Neither Brave Bison, nor any of its
respective members, associates or directors, officers, employees or advisers
assumes any obligation to update or correct the information contained in this
announcement except as required by applicable law. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Brave Bison disclaims any obligation to correct or update any
forward-looking or other statements contained in this announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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