Evoke shareholders have overwhelmingly approved the company’s proposed £243m acquisition by Bally’s Intralot, moving the transaction closer to completion.
The vote comes after evoke’s H1 2026 results highlighted a “material uncertainty” over Bally’s Intralot’s ability and intentions to operate the business after completion.
Evoke’s directors also raised concerns about limited visibility over the future ownership structure. However, Bally’s Intralot CEO Robeson Reeves has said there are no plans to immediately sell any evoke assets once the deal closes.
For now, the stated intention is to keep the operator’s existing businesses stable. The acquisition is expected to complete in Q4 2026 or Q1 2027.
Scheme of arrangement receives near-unanimous shareholder support
Rather than acquiring evoke through a conventional share purchase, Bally’s Intralot is using a scheme of arrangement under the Gibraltar Companies Act 2014. The structure requires approval from more than 50% of voting shareholders and at least 75% of the shares represented at the court meeting.
Those thresholds were comfortably exceeded. Of the 31 scheme shareholders present, 30 voted in favour, representing 99.91% of the scheme shares.
A separate general meeting also approved the required special resolution with more than 99% support. That resolution ensures that any future evoke shares issued before completion are also captured by the scheme.
The strong vote means the transaction has cleared one of the most important shareholder hurdles in the process.
Regulatory approvals now become the main obstacle to completion
Attention has shifted to gambling regulators and antitrust authorities across several jurisdictions. Approvals are required from the UK Gambling Commission and Gibraltar Gambling Division, alongside regulators in Italy, Malta and the United States.
Evoke said the process remains ongoing, while noting that: “A number of the conditions relating to antitrust and regulatory approvals have also now been satisfied.” Once the remaining approvals are secured, the scheme will return to the supervising Gibraltar court.
The court must determine whether the process was conducted fairly before sanctioning the transaction and allowing the transfer of shares to proceed. Given the scale of shareholder support, the court stage may prove less contentious than the remaining regulatory approvals.
Evoke’s refinancing pressure makes timely completion increasingly important
The major concern remains evoke’s financial position if the takeover is delayed or fails. Its H1 results warned that if the transaction does not complete as planned, directors are not confident the group can improve profitability and cash generation enough to refinance around £1.8bn of debt.
A £200m revolving credit facility matures in January 2028, followed by £769m of debt due in July 2028. That timetable leaves limited room for prolonged delays. The earlier “material uncertainty” surrounding Bally’s Intralot has therefore not been enough to weaken shareholder support, possibly because evoke’s standalone alternatives look increasingly difficult.
If the shareholder vote represented the deal’s sternest internal test, it has been passed decisively. Regulatory approvals, court sanction and timely completion matter more than ever because the takeover is key to evoke’s ability to stabilise its capital structure.
The shareholder vote shows that investors see the Bally’s Intralot deal as the best route out of evoke’s current financial pressure. With major debt maturities approaching, the bigger risk is not the transaction itself but any regulatory delay leaving the business exposed for longer.
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