Evoke shareholders overwhelmingly backed Bally’s Intralot’s £243.1 million all-share acquisition on 17 August. At the court meeting, 99.91% of scheme shares voted in favour, and the separate general meeting passed the special resolution with 99.63% of votes cast.
The court meeting saw 30 of 31 eligible scheme shareholders support the scheme, with the backing shares representing 59.6% of Evoke’s issued ordinary share capital. The votes were two parts of the same process because the transaction is structured as a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014.
As covered in July, Bally’s had emerged as the leading bidder after Evoke launched a strategic review. The agreed offer gives Evoke holders 0.537 new Intralot shares for each Evoke share and values the business at about 52 pence a share, or roughly £243.1 million for the full issued and to be issued share capital.
The deal sits against a difficult regulatory backdrop in Britain. The UK government raised Remote Gaming Duty from 21% to 40% from April, and Evoke’s board said those changes would materially hurt profitability and cash generation.
Five days before the vote, Evoke’s interim results showed revenue broadly flat at £887.5 million and adjusted EBITDA down 10% to £150.2 million. The company said the fall partly reflected an additional £46 million gaming duty burden.
Evoke’s chief executive, Per Widerström, said in the interim results statement that the transaction was “going to plan”. The board had already unanimously recommended the offer after its review, and said the transaction was the most attractive and deliverable outcome for shareholders while also strengthening the group’s long-term capital structure.
The debt burden was a central part of that argument. Evoke’s net debt stood at about £1.8 billion, and its finance chief, Sean Wilkins, said debt was a key constraint if the acquisition did not complete.
The risk is plain in the company’s own disclosures. If the deal were to fail, Evoke would need to refinance £769 million of debt maturing in July 2028 before a £200 million revolving credit facility became repayable in January 2028.
According to the company announcement, the court meeting and general meeting mean Conditions 2(a) and 2 in the scheme document have now been satisfied, and antitrust and regulatory conditions are also complete. The remaining steps are other regulatory approvals and a Gibraltar court sanction hearing, with the scheme expected to become effective in the final quarter of 2026 or the first quarter of 2027 if that sanction is granted.
