Shareholders back the scheme at both meetings
Evoke plc shareholders voted through the £243 million all-share scheme of arrangement with Bally’s Intralot S.A. at the Court Meeting and General Meeting held on 17 August 2026, clearing two of the conditions needed to complete the takeover. The vote moves the deal, first agreed on 5 June 2026, a step closer to court sanction.
The Acquisition is structured as a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014, the mechanism used because evoke is registered in Gibraltar rather than the UK. The Scheme Document setting out the full terms was published to Scheme Shareholders on 21 July 2026.
Court Meeting result
At the Court Meeting, 31 Scheme Shareholders voted. Thirty voted FOR the Scheme, representing 96.77% of shareholders who voted, and one voted AGAINST, representing 3.23%. By share count, 268,206,379 shares voted FOR (99.91% of votes cast) and 236,504 voted AGAINST (0.09%). The FOR vote equates to 59.55% of evoke’s issued ordinary share capital. In total, 268,442,883 Scheme Shares were voted, 59.60% of the shares in issue.
One shareholder split its holding, voting some shares for the Scheme and others against. Under the order of the Court that convened the meeting, that shareholder is recorded as voting FOR, since it cast more votes in favour than against.
General Meeting result
At the General Meeting, evoke shareholders voted on the Special Resolution needed to implement the Scheme and amend evoke’s articles of association. 268,443,403 shares voted FOR, 99.63% of votes cast, and 988,762 shares voted AGAINST, 0.37%. A further 74,218 shares were withheld, which does not count as a vote in law. In total, 269,432,165 shares were voted on the resolution.
Evoke had 450,403,766 shares in issue at the Voting Record Time, so the total voting rights in the company stood at the same figure. A copy of the Special Resolution will be submitted to the National Storage Mechanism in line with UK Listing Rule 6.4.2R.
Deal terms
Under the terms agreed in June, evoke shareholders receive 0.537 new Bally’s Intralot shares for each evoke share held, with a cash alternative of 52 pence per share capped at £117.1 million in total. The Acquisition values evoke at approximately £243 million.
Because evoke is a Gibraltar company, the UK Takeover Code does not apply to the deal and the Panel on Takeovers and Mergers has no jurisdiction over it. Evoke’s articles of association require the company to use reasonable endeavours to apply the Code’s rules to a takeover offer, but the enforcement protections the Panel normally provides do not extend to this transaction.
What happens next
Today’s result satisfies Conditions 2(a) and 2(b) of the Scheme Document. Evoke and Intralot said a number of the antitrust and regulatory approval conditions have also now been met. The remaining step is sanction by the Gibraltar Supreme Court, with a hearing expected in the final quarter of 2026 or the first quarter of 2027. If the Court sanctions the Scheme at that hearing, it is expected to become effective in the same window.
Deutsche Bank and Jefferies are advising Intralot on the financial side, with Milbank LLP as legal adviser. Morgan Stanley and Rothschild & Co are advising evoke, with Latham & Watkins (London) LLP as legal adviser. Evoke’s management, chief executive Per Widerström, chief financial officer Sean Wilkins and director of investor relations James Finney, will report on the deal’s progress as the remaining conditions are worked through.
Any change to the expected timetable will be announced through a Regulatory Information Service, with the Gibraltar court date now the event to watch.
Source: evoke plc
