Evoke Investors Overwhelmingly Back Bally’s Intralot All-Share Takeover

Evoke plc shareholders have voted overwhelmingly in favour of the recommended all-share takeover by Bally’s Intralot S.A., moving the £243.1m acquisition of the William Hill, 888 and Mr Green owner past its biggest procedural hurdle. In an August 17, 2026 regulatory filing, evoke reported that 99.63% of shares voted at its General Meeting backed the special resolution implementing the deal, while 99.91% of shares voted at the separate Court Meeting approved the scheme of arrangement.

The results announcement confirms that 268,443,403 shares were voted in favour of the special resolution at the General Meeting, against 988,762 opposed. At the Court Meeting, held earlier the same day under the Gibraltar Companies Act process that governs the deal, 30 scheme shareholders holding 268,206,379 shares voted for the scheme and a single shareholder holding 236,504 shares voted against. Votes in favour at the Court Meeting covered 59.55% of evoke’s entire issued ordinary share capital, comfortably clearing the double majority, by headcount and by value, that a court-approved scheme requires.

The votes satisfy the two shareholder conditions of the scheme. Evoke and Intralot said a number of antitrust and regulatory approval conditions have also now been satisfied, and both meetings were called after the full scheme document was published to shareholders on July 21, 2026.

What the Deal Looks Like

The two boards announced agreed terms on June 5, 2026: an all-share acquisition of evoke’s entire issued and to-be-issued ordinary share capital, structured as a court-approved scheme of arrangement under Gibraltar company law, where evoke is registered. Under the June terms, evoke shareholders were offered new Bally’s Intralot shares at an exchange ratio valuing each evoke share at 52 pence, with a partial cash alternative. Intralot’s first approach in January 2026 came at 32 pence per share, well below the 52 pence per share value of the June terms.

The June announcement valued each evoke share at 52 pence through an exchange ratio of 0.537 new Intralot shares per evoke share, with a partial cash alternative. Evoke’s board unanimously recommended the offer, and irrevocable undertakings and letters of intent covering roughly 29% of the share capital were in place before the meetings were convened, making the lopsided vote counts largely a formality.

The Road to the Vote

The pursuit of evoke has run for most of 2026. Bally’s Intralot, the Athens-listed group formed from the October 2025 combination of Intralot and Bally’s International Interactive business, first approached evoke in January 2026 and reached agreed terms on June 5, 2026. In July 2026, Bally’s Intralot backed its acquisition ambitions with a £261m loan facility, and the scheme document followed on July 21, 2026.

For evoke, the vote lands in a difficult year. Gaming.net reported this month that evoke held revenue flat in its half-year results as a £46m increase in UK gambling duty cut into profit, the same tax rise, from a 21% to 40% Remote Gaming Duty headline rate effective from April 2026, that the June acquisition announcement cited as part of the backdrop to the deal.

What Happens Next

The deal is not done. The court hearing to sanction the scheme is expected in the fourth quarter of 2026 or the first quarter of 2027, subject to the remaining conditions in the scheme document being satisfied or waived. If the court sanctions the scheme at that hearing, it is expected to become effective in the same window, at which point evoke’s shares delist from the London market and shareholders receive their new Bally’s Intralot shares.

Remaining conditions include outstanding regulatory and gaming approvals for the change of control, the step at which gambling regulators in evoke’s licensed markets sign off on the new ownership. Any change to the timetable will be announced through a regulatory information service and posted to evoke’s corporate transactions page.