Bally’s Intralot EGM Clears €135M Capital Raise Authority For Evoke

Bally’s Intralot S.A. shareholders approved a board authorization on September 18, 2026 to increase the company’s share capital by up to €135 million through the issue of up to 450 million new shares, the share-issuance authority required for the group’s agreed all-share acquisition of evoke plc.

The Extraordinary General Meeting was held on September 18, 2026, and Bally’s Intralot published the decisions and voting results the same day under Greek corporate disclosure law. According to the voting results announcement, 102 shareholders attended, representing 1,361,379,872 common registered shares out of 1,867,802,694 in total, or 72.89% of the share capital. The company holds 22,998,878 treasury shares which, under Greek company law, carry no voting rights and are not counted toward the quorum.

The capital-increase authorization passed with 1,355,723,610 votes in favor, 99.585% of the valid votes cast, against 5,656,262 votes, or 0.415%. No blank or abstaining votes were recorded on the item.

The Share Capital Authorization

The authorization, granted under Greek company law and valid for twelve months from the meeting date, allows the board to raise the share capital once or repeatedly, in one or more transactions, by an amount not exceeding €135,000,000 in nominal capital through the issue of up to 450,000,000 new common registered voting shares. Contributions may be made in cash, in kind, or both.

The board will determine the specific terms of any increase, including the schedule and structure, whether by public offering, private placement or both, the issue or disposal price of the new shares, the selection of investors and the allocation criteria among investor categories, and the necessary contracts with intermediary, organizing, coordinating or managing banks and other investment service providers. It may also restrict or abolish existing shareholders’ pre-emptive rights, and may allow partial coverage where an increase is not fully subscribed. The authorization covers the corresponding amendment of the articles of association and the listing and trading of the new shares on the regulated market of the Athens Stock Exchange.

Shareholders further approved an amendment to the articles of association granting a specific family of prospective shareholders in the company, currently shareholders of evoke plc, the right to appoint one member to the board of directors, a right provided for under Greek company law. The item passed with 1,361,372,036 votes in favor, or 99.999% of valid votes, against 7,835 votes, or 0.001%, with one blank or abstaining vote.

A third agenda item, the codification of the articles of association, was approved with the same tally. A draft of the codified articles is available on the company’s website, and the general meeting authorized the board to implement the decision and observe the relevant legal requirements.

Terms of the Evoke Acquisition

The authorization underpins the recommended all-share acquisition of evoke announced on June 5, 2026, following an earlier company announcement dated April 20, 2026. Under the firm offer announcement, the boards of Bally’s Intralot and evoke, a company incorporated in Gibraltar and listed on the London Stock Exchange, agreed the terms of the acquisition of evoke’s entire ordinary share capital and signed a co-operation agreement dated the same day.

The acquisition is intended to be effected through a scheme of arrangement between evoke and its shareholders under the Gibraltar Companies Act, with Bally’s Intralot reserving the right to implement it as a takeover offer under the same Act, subject to the terms of the co-operation agreement. The June announcement listed among the acquisition’s conditions the approval by evoke shareholders of the scheme and the approval by Bally’s Intralot shareholders of a resolution authorizing the issue of new shares to evoke shareholders in connection with the acquisition.

Under the agreed terms, evoke shareholders are entitled to receive 0.537 new Bally’s Intralot shares for each evoke share, with the new shares to be issued and listed on Euronext Athens. The company said the shares offer represented a value of approximately 52 pence per evoke share, based on a Bally’s Intralot share price of €1.12, valuing evoke’s entire issued and to-be-issued ordinary share capital at approximately £243.1 million.

As an alternative, evoke shareholders may elect to receive 52 pence in cash per share for some or all of their holding, with the maximum aggregate cash payment capped at £117.1 million. Shares sold under the cash alternative will be acquired by Bally’s Intralot Jersey Securities Limited, a wholly owned indirect subsidiary, and the cash consideration will be funded by a bridge facility of up to €200 million entered into with Deutsche Bank and Jefferies Finance as lenders.

The company has also secured commitments for a five-year second-lien term facility of up to the euro equivalent of £889 million, led and underwritten by TPG BD Finance, Oaktree Capital Management and OHA (UK) LLP, to refinance certain of evoke’s existing senior indebtedness maturing in 2028. Bally’s Intralot will provide no guarantee or collateral support for the facility beyond an undertaking to fund a mandatory repayment of the euro equivalent of £200 million by December 31, 2027 and, subject to the satisfaction of certain conditions, synergy-related costs of up to £50 million. Separate commitments cover a £157 million senior facility from institutional investors. Evoke has obtained pre-emptive change-of-control consent waivers from holders of each series of its outstanding senior secured notes due 2030 and 2031, and its revolving credit facility will be increased to £220 million, subject to customary conditions.

Announcing the offer in June, Bally’s Intralot Chairman Sokratis Kokkalis said: “Today marks the beginning of a major new chapter for our company with the submission of a binding offer for the acquisition of evoke, aimed at creating a very strong global player in the gaming industry.”

Earlier Approvals and Timetable

Evoke shareholders had already backed the transaction. Bally’s Intralot announced on August 18, 2026 that evoke plc shareholders approved the acquisition with 99.63% of the general meeting vote, publishing the results of both the court meeting and the general meeting.

Bally’s Intralot published the invitation to the extraordinary general meeting on August 27, 2026, according to the company’s stock exchange announcements index. In the June announcement, the company said the acquisition was expected to conclude between the final quarter of 2026 and the first quarter of 2027, and that it remains subject to terms and conditions which, if not fulfilled or waived, may delay or preclude its conclusion.