Evoke shareholders approve Intralot acquisition

• evoke shareholders approved Bally’s Intralot’s £243.1 million acquisition on Monday, with 99.91% of scheme shares and 99.63% of general meeting votes in favour.
• The scheme grants evoke shareholders 0.537 new Intralot shares per evoke share, or 52 pence in cash, capped at £117.1 million in total.
• Bally’s Intralot holds its own shareholder vote on 18 September, with court sanction still targeted for Q4 2026 or Q1 2027.

evoke shareholders voted on Monday to approve Bally’s Intralot’s recommended all-share acquisition of the company, clearing a key condition of the scheme of arrangement.

At the Court Meeting, 99.91% of scheme shares voted in favour, representing 59.55% of evoke’s issued ordinary share capital.

At the General Meeting, 99.63% of votes cast backed the special resolution needed to implement the scheme. The transaction, agreed under Part VIII of the Gibraltar Companies Act 2014, now moves toward a Bally’s Intralot shareholder vote on 18 September.

Comfortable margin

The votes took place in London on Monday, when evoke shareholders considered the court-sanctioned scheme of arrangement first agreed in June. At the Court Meeting, 30 scheme shareholders voted in favour and one against, with 268,206,379 shares cast for the scheme against 236,504 opposed.

At the General Meeting, 268,443,403 shares, or 99.63% of votes cast, supported the resolution to implement the scheme and amend evoke’s articles. A further 988,762 shares voted against, with 74,218 votes withheld.

evoke’s interim results, published five days before the vote, disclosed two material uncertainties tied to the transaction. One concerns whether the group could refinance its debt if the deal collapses; the other reflects the board’s limited visibility over Bally’s Intralot’s plans for evoke once the acquisition completes.

Revenue for the six months to June held broadly flat at £887.5 million, after absorbing a £46 million increase in gaming duty costs that weighed on profitability.

Per Widerström, Chief Executive Officer of evoke, said:

“Progress with the relevant filings is going to plan, and we still expect to complete in the fourth quarter of 2026 or the first quarter of 2027.”

Deal terms

Under the terms agreed in June, evoke shareholders will receive 0.537 new Bally’s Intralot shares for every evoke share held, or 52 pence per share in cash, subject to an overall cap of £117.1 million. The offer values evoke at approximately £243.1 million.

Assuming no evoke shareholders choose the cash alternative, they are expected to hold around 11.5% of the enlarged group. New Intralot shares issued to evoke investors are expected to be admitted to trading on Euronext Athens, where Bally’s Intralot already trades under the ticker BYLOT.

The combined business brings together evoke’s William Hill, 888 and Mr Green brands with Intralot’s lottery and technology operations. Bally’s Intralot shares fell 2.21% to close at €1.15 in Athens on Monday, after the company reported second-quarter revenue of €544.2 million.

Path to completion

A number of antitrust and regulatory conditions have already been satisfied, evoke and Bally’s Intralot said, though the transaction remains subject to the satisfaction or waiver of the other conditions set out in the scheme document.

Bally’s Intralot will put the acquisition to its own shareholders at a general meeting on 18 September.

The court hearing to sanction the scheme is expected in the fourth quarter of 2026 or the first quarter of 2027. If the court grants sanction at that time, the scheme is expected to become effective in the same window, subject to the remaining conditions.

The vote caps a difficult stretch for evoke, which posted a £549 million loss in 2025 and began exploring a sale after launching a strategic review in December 2025. Bringing the William Hill and 888 brands into the enlarged group would extend Bally’s Intralot’s reach across Europe as it builds out its Athens-listed platform.