Evoke Shareholders Back Bally’s Intralot Takeover as Buyer’s Liquidity Woes Deepen

Evoke plc shareholders voted overwhelmingly on August 17, 2026 to approve the all-share takeover of the William Hill and 888 owner by Bally’s Intralot, clearing the deal’s main shareholder hurdle in the same week the prospective parent company warned US regulators there is substantial doubt about its ability to continue as a going concern.

At the court meeting held to approve the scheme of arrangement, holders of 268,206,379 Evoke shares voted in favor and just 236,504 against — 99.91% of scheme shares voted, representing 59.55% of Evoke’s issued ordinary share capital, according to the results announcement Evoke filed through the London Stock Exchange. A separate special resolution to implement the scheme and amend Evoke’s articles passed with 99.63% support, with 268,443,403 shares in favor against 988,762 opposed.

The votes satisfy two of the scheme’s conditions, and Evoke said a number of antitrust and regulatory conditions have also now been met. The transaction still requires the remaining conditions and the sanction of the Gibraltar court, with the sanction hearing expected in the final quarter of 2026 or the first quarter of 2027.

A £243 Million Deal Struck From a Position of Weakness

The acquisition, agreed on June 5, 2026, values Evoke at roughly £243.1 million through an exchange of 0.537 of a new Intralot share for each Evoke share, equivalent to 52 pence per share, per the recommended acquisition announcement. That price followed five earlier non-binding approaches, the first at 32 pence in January 2026. Bally’s Intralot, the Athens-listed lottery and gaming group created when Bally’s Corporation (BALY ) combined its international interactive business with Intralot in October 2025, has said the combination should produce around £180 million in pretax cost and capital-expenditure savings by the end of the second year after completion.

The financing package assembled for the deal speaks directly to Evoke’s balance-sheet problem. A lender group including TPG Credit, Oaktree and OHA committed the euro equivalent of £889 million to redeem Evoke’s €450 million floating-rate notes due 2028 and refinance its $575 million term loan due the same year, the two tranches at the heart of Evoke’s refinancing wall. Evoke’s own half-year results, published August 12, 2026, put total borrowings at roughly £1.84 billion, with net debt of £1.90 billion and leverage of 5.6 times EBITDA, up from 5.2 times at the end of 2025. Unrestricted cash stood at £105.6 million, with total liquidity of about £150 million.

Evoke’s board has been candid about what rejection would have meant. If the transaction fails to complete, the interim report states, the group would need a “sustainable and materially improved level of profitability and cash generation” to refinance the July 2028 debt ahead of its revolving credit facility’s January 2028 maturity — a task the directors describe as a “significant execution challenge.” The facility was £157 million drawn at June 30, 2026, and its maturity accelerates if the 2028 debt is not refinanced.

Two Going-Concern Warnings in Five Days

The shareholder approval lands in an unusual position: both sides of the transaction are now carrying formal going-concern language.

Evoke’s interim statement identified two material uncertainties. The first covers the no-deal refinancing path. The second cuts the other way: even if the acquisition completes, Evoke’s directors said they have limited visibility over Intralot’s “ability and intentions to operate the group under its ownership.” Notwithstanding both, the board said it has a reasonable expectation the group has adequate resources through September 30, 2027.

Then, on August 14, 2026, Bally’s Corporation filed its delayed second-quarter report with the SEC. In the quarterly filing, Bally’s said it is pursuing financing alternatives including asset sales, an equity raise and new debt, and that without fresh financing it expects to fall short of required liquidity levels and could breach its leverage covenant within twelve months — conditions the company said raise substantial doubt about its ability to continue as a going concern. Cash and equivalents fell to $390.2 million at June 30, 2026 from $798.4 million at the end of 2025, against $4.47 billion of long-term debt.

The operating numbers underneath were not the problem. Bally’s second-quarter revenue rose 20% year-on-year to $792.2 million, and total segment Adjusted EBITDAR increased to $187.5 million from $173.2 million. The strain sits in the capital structure and the development pipeline: roughly $400 million remains to be spent under Bally’s minimum $1.34 billion commitment on its permanent Chicago casino, where construction slowed earlier in August, and the company recently signed a non-binding term sheet for a pre-construction loan tied to its planned $4 billion Bronx casino project, alongside a letter of intent with a potential equity investor. Bally’s shares fell sharply in New York following the filing.

What the Deal Does to Evoke’s Debt

Under the acquisition’s financing arrangements, detailed in Evoke’s interim statement, a new five-year second-lien facility would repay the two July 2028 tranches at completion. Repaying those tranches automatically extends Evoke’s revolving credit facility maturity to 2029, and holders of the group’s 2030 and 2031 senior secured notes have agreed to waive change-of-control provisions to let the transaction proceed.

Until completion, Evoke remains on its existing footing: the £200 million revolver, the two 2028 tranches totaling £769 million, and the fixed notes maturing in 2030 and 2031. The company generated £85 million of underlying free cash flow in the first half of 2026 and held revenue flat at £887.5 million despite absorbing a £46 million year-on-year increase in gaming duties, principally the higher UK remote gaming duty that took effect April 1, 2026 and that triggered the strategic review leading to the sale.

What Happens Next

The remaining conditions and the Gibraltar court sanction hearing are expected to run through the final quarter of 2026 or the first quarter of 2027, the timetable Evoke reaffirmed in the vote results announcement. If the court sanctions the scheme, it becomes effective in the same window, Evoke’s shares delist from the London market, and shareholders receive new Intralot shares listed in Athens. Evoke’s going-concern assessment period runs to September 30, 2027, and Bally’s has told the SEC it is working toward new financing arrangements by early 2027.

Gaming.net previously covered Evoke’s half-year results, which set out the duty-driven profit squeeze that pushed the board toward a sale, and the shareholder backing for the all-share offer ahead of the vote. The court sanction hearing is the next scheduled milestone on the deal timetable.