Summary

  • Brave Bison’s fourth offer is 135p in cash plus 2.394 Brave Bison shares for each System1 share. The advertised 360p uses a historical 94p reference price, not a guaranteed cash amount.
  • At Brave Bison’s 81p close on 15 September, the mixed consideration was worth 328.9p, about 1.8% below System1’s 335p close. Each 1p move in Brave Bison changes the offer by 2.394p.
  • At 11:30 BST on 17 September, Brave Bison reported zero valid acceptances, a pre-existing 27.85% interest and letters of intent over 11.34%. Those are different legal and economic categories.
  • More than 50% is the control condition; 75% is the stated route to AIM cancellation and private re-registration; 90% of the relevant offer shares is the separate squeeze-out threshold.

Brave Bison’s fourth attempt to buy System1 looks simple only when reduced to the number 360p. The proposal actually contains two instruments: 135p in cash and 2.394 newly issued Brave Bison shares for every System1 share. Cash fixes a floor. The shares transmit Brave Bison’s market price into the consideration until the exchange is completed.

The 360p figure was calculated with Brave Bison’s 94p volume-weighted average price over the 20 trading days ending 10 July. The arithmetic is 135p plus 2.394 times 94p, or 360.036p before rounding. It accurately describes the offer at that chosen reference price, but it does not freeze the value.

System1’s board used a later observable price. At Brave Bison’s 81p close on 15 September, the same formula produced 328.914p, reported as 328.9p. System1 closed at 335p that day, so the live mixed value sat about 1.8% below the target’s market price. The all-share alternative—3.36 Brave Bison shares—was worth 272.16p at 81p, or 272.2p after rounding, an 18.8% discount.

A moving price, not a second cash promise

The sensitivity is mechanical. Every 1p change in Brave Bison’s share price changes the mixed offer by 2.394p per System1 share. To equal a 335p System1 price, Brave Bison would need to trade at roughly 83.54p, assuming the 135p cash component and exchange ratio remain unchanged. That is a break-even calculation, not a forecast.

The advertised equity value of about £47.5 million uses the entire issued-and-expected-to-be-issued System1 base: 12,689,073 issued shares excluding treasury shares plus 494,890 shares that could arise from options, or 13,183,963 in total. Acceptance percentages, however, are reported against current voting rights. Comparing the £47.5 million headline directly with a voting percentage therefore mixes a diluted valuation base with a current control base.

Financing has another boundary. Brave Bison said the cash element would be funded under a facilities agreement, and Cavendish gave the required cash confirmation. System1 separately reported £11.2 million of its own cash at 31 August. Target cash does not become bidder cash before control or completion, and it cannot be used to explain how Brave Bison funds the 135p component.

Four columns in the acceptance ledger

At 11:30 BST on 17 September, Brave Bison said it had received no valid acceptances. It already held 3,534,010 System1 shares, equal to 27.85% of existing voting rights. That ownership could count towards satisfying the acceptance condition, but it was not created by shareholders accepting this offer.

Letters of intent covered another 1,438,980 shares, or 11.34%. They indicate an intention; they are neither ownership nor a submitted acceptance. Adding them to Brave Bison’s stake gives 39.19%, but calling that an “acceptance level” would be wrong. The formal acceptance total at the stated time remained zero.

System1 described a fourth column: stated intentions not to accept. Its directors accounted for 1,031,260 shares, or 8.13%, while three other shareholders accounted for 1,872,869 shares, or 14.76%. Together that is 2,904,129 shares, or 22.89%. The source’s table contains an internal typo: its total row prints 1,710,674 for the three outside holders, although the individual rows sum to 1,872,869 and both the prose and the 14.76% agree with that larger figure. The inconsistency is evidence to disclose, not a number to repair invisibly.

Three thresholds, three consequences

The acceptance condition is more than 50% of voting rights when accepted, owned or agreed to be acquired interests are combined under the offer terms. Passing it can deliver control, subject to the other conditions and any permitted waiver. It is not the same as the 75% or 90% levels.

Once the offer is unconditional, Brave Bison says that at 75% or more of voting rights it intends to seek cancellation of System1’s AIM admission and re-register the company as private. That can remove public-market liquidity even if some holders remain outside the offer.

The 90% level concerns value of the Offer Shares to which the offer relates. Reaching it would let Brave Bison pursue the Companies Act squeeze-out procedure for remaining offer shares. Because the denominator and legal consequence differ, 75% delisting and 90% compulsory acquisition must not be collapsed into a single finishing line.

Sources