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Publication of the Scheme Document

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Evoke PLC announced that Bally's Intralot S.A. is proceeding with its recommended all-share acquisition of Evoke PLC via a scheme of arrangement, with the scheme document now published and sent to Evoke shareholders. The acquisition requires approval at a Court Meeting and a General Meeting, both scheduled for August 17, 2026, with the Court's sanction expected in late 2026 or early 2027. The Evoke Board unanimously recommends shareholders vote in favour of the acquisition, having received financial advice from Morgan Stanley and Rothschild & Co.

Full announcement

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On 5 June 2026, the board of Bally's Intralot S.A. ("Intralot") and the board of evoke plc ("evoke") announced that they had reached an agreement on the terms and conditions of a recommended all-share acquisition by Intralot of the entire issued, and to be issued, ordinary share capital of evoke (the "Acquisition"). The Acquisition is intended to be effected by means of a scheme of arrangement between evoke and evoke Shareholders under Part VIII of the Gibraltar Companies Act 2014.

Publication of the Scheme Document

evoke is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, Forms of Direction, Forms of Instruction, GREEN Form of Election, PINK Form of Election and YELLOW Form of Nomination is being published and sent today to evoke Shareholders and, for information only, to persons with information rights and participants in the evoke Share Plans.

The Scheme Document will be made available on evoke's website at https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot. A copy of the Scheme Document has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Terms defined in the Scheme Document have the same meanings in this announcement.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things: (i) the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders; (ii) the passing of the Special Resolution by the requisite majority of evoke Shareholders at the General Meeting (or any adjournment thereof); and (iii) the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Latham & Watkins (London) LLP at One Leadenhall, 1 Leadenhall Street, London EC3V 1AA, United Kingdom on 17 August 2026, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. and the General Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Scheme Shareholders and evoke Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting using any of the methods set out in the Scheme Document as soon as possible and, in any event, by no later than 10.00 a.m. on 13 August 2026 in the case of the Court Meeting and by no later than 10.15 a.m. on 13 August 2026 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours (excluding UK non-working days) before the fixed time for the holding of the adjourned meeting).

Holders of evoke Depositary Interests and evoke Nominee Holders are also strongly encouraged to submit voting directions and instructions for the Court Meeting and the General Meeting using any of the methods set out in the Scheme Document as soon as possible and, in any event, by no later than 10.00 a.m. on 12 August 2026 in the case of the Court Meeting and by no later than 10.15 a.m. on 12 August 2026 in the case of the General Meeting (or, in the case of any adjournment, not later than 72 hours (excluding UK non-working days) before the fixed time for the holding of the adjourned meeting).

Recommendation

The evoke Directors, who have been so advised by Morgan Stanley and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Morgan Stanley and Rothschild & Co have taken into account the commercial assessments of the evoke Directors.

Accordingly, the evoke Board unanimously recommends that evoke Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, as those evoke Directors who hold or are beneficially entitled to evoke Shares have irrevocably undertaken to do in respect of their (and their connected persons') evoke Shares.

In deciding whether to elect for the Cash Alternative Offer, evoke Shareholders should have regard to their own particular circumstances. In making this decision, the evoke Directors consider that evoke Shareholders should take into account whether they prefer the immediate liquidity of the Cash Alternative Offer as opposed to economic exposure to New Intralot Shares.

evoke Shareholders should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The hearing of the Court to sanction the Scheme is currently expected to be held in the final quarter of 2026 or first quarter of 2027, subject to the prior satisfaction or waiver of the other Conditions set out in the Scheme Document.

If any of the key dates set out in the timetable change, evoke will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on evoke's website at https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot.

Shareholder helpline

Milbank LLP is retained as legal adviser to Intralot.

Latham & Watkins (London) LLP is retained as legal adviser to evoke.

The City Code on Takeovers and Mergers

Notice to U.S. evoke Shareholders

Disclosure Requirements

Appendix

Expected timetable of principal events

All times shown are London times unless otherwise stated. All dates and times are based on evoke's and Intralot's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to evoke Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on evoke's website at https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot and Intralot's website at https://www.intralot.com/investor-relations/proposed-acquisition-of-evoke/

EventTime and/or Date
Publication of Scheme Document21 July 2026
Latest time and date for receipt of WHITE Forms of Direction (from evoke DI Holders) and WHITE Forms of Instruction (from evoke Nominee Holders) for the Court Meeting10.00 a.m. on 12 August 2026 (1)
Latest time and date for receipt of BLUE Forms of Direction (from evoke DI Holders) and BLUE Forms of Instruction (from evoke Nominee Holders) for the General Meeting10.15 a.m. on 12 August 2026 (2)
Latest time and date for receipt of WHITE Forms of Proxy (for use by Scheme Shareholders) for the Court Meeting10.00 a.m. on 13 August 2026 (3)
Latest time and date for receipt of BLUE Forms of Proxy (for use by evoke Shareholders) for the General Meeting10.15 a.m. on 13 August 2026 (4)
Voting Record Time6.00 p.m. on 13 August 2026 (5)
Court Meeting10.00 a.m. on 17 August 2026
General Meeting10.15 a.m. on 17 August 2026 (6)
Last time for evoke Shareholders to qualify as a Material evoke Shareholder6.00 p.m. on 27 August 2026 (7)
Publication of Intralot General Meeting Invitation27 August 2026
Intralot General Meeting18 September 2026

The following dates and times associated with the Scheme are indicative only and subject to change - see note (8) below

Latest time for receipt of GREEN Forms of Election from evoke Shareholders, TTE Instructions for Cash Elections from evoke DI Holders and PINK Forms of Election from evoke Nominee Holders1.00 p.m. on D-5 Business Days
Court HearingAs soon as reasonably practicable after the satisfaction or waiver of Conditions 3(a)(i), 3(b) and 3(c) as set out in Part A of Part III ( Conditions and Further Terms to the Scheme and the Acquisition ) of the Scheme Document (" D ")
Last day of dealing in, and for registration of transfer of, evoke Depositary InterestsD+4 Business Days
Last time for lodging YELLOW Form of Nomination in order for New Intralot Shares to be issued to the relevant Designated Account on a date no later than 14 days after the Effective Date6.00 p.m. on D+4 Business Days
Disablement of CREST in respect of evoke Depositary Interests6.00 p.m. on D+4 Business Days
Scheme Record Time6.00 p.m. on D+4 Business Days
Suspension of listing of and dealings in evoke Depositary Interestsby 8.00 a.m. on D+5 Business Days
Effective Date of the SchemeD+5 Business Days
Cancellation of listing and admission to trading of evoke Depositary Interestsby 8.00 a.m. on D+6 Business Days
Issue of New Intralot Sharesas soon as practicable following the Scheme becoming Effective and in any event no later than 14 days after the Effective Date
Admission to listing and trading of the New Intralot Shares on Euronext Athensby 8.00 a.m. (Central European Time) on the date that falls no later than 14 days after the Effective Date
In respect of: (i) evoke Shareholders who have returned a YELLOW Form of Nomination by the Nomination Return Date, settlement of entitlements to New Intralot Shares to the relevant Designated Account of such evoke Shareholders; and (ii) evoke Non-Nominating Shareholder settlement of entitlements to New Intralot Shares through the Representative (as bare trustee of the evoke Non-Nominating Shareholders)as soon as practicable following the Scheme becoming Effective and in any event no later than 14 days after the Effective Date
Latest date for despatch of cheques and settlement through CREST for cash consideration due under the Scheme in respect of Cash Alternative Offer14 days after the Effective Date
Last time for lodging YELLOW Form of Nomination in order to receive New Intralot Shares6.00 p.m. on the date falling 120 Business Days after the Effective Date (9)
Long Stop Date5 September 2027 (10)

Notes:

(1) The WHITE Form of Direction and WHITE Form of Instruction for the Court Meeting must be returned by no later than 10.00 a.m. on 12 August 2026 (or in the case of an adjourned meeting, not less than 72 hours (excluding UK non-working days) prior to the time and date set for the adjourned meeting) to be valid. If an evoke DI Holder or an evoke Nominee Holder wishes to attend, speak and vote directly (i.e. in their own name) at the Court Meeting, they must become a registered holder of one or more of the evoke Shares represented by their evoke Depositary Interests or held directly or indirectly by the MUFG Nominee on their behalf (as applicable) prior to the Voting Record Time by following the instructions set out in paragraph 21 of Part II (Explanatory Statement) of the Scheme Document.

(2) The BLUE Form of Direction and BLUE Form of Instruction for the evoke General Meeting must be returned by no later than 10.15 a.m. on 12 August 2026 (or in the case of an adjourned meeting, not less than 72 hours (excluding UK non-working days) prior to the time and date set for the adjourned meeting) to be valid. If an evoke DI Holder or an evoke Nominee Holder wishes to attend, speak and vote directly (i.e. in their own name) at the General Meeting, they must become a registered holder of one or more of the evoke Shares represented by their evoke Depositary Interests or held directly or indirectly by the MUFG Nominee on their behalf (as applicable) prior to the Voting Record Time by following the instructions set out in paragraph 21 of Part II (Explanatory Statement) of the Scheme Document.

  • If the WHITE Form of Proxy for the evoke Court Meeting is not returned by the above time, it may be handed to any representative of MUFG Corporate Markets at the venue of the Court Meeting or the Chair of the Court Meeting before the start of the Court Meeting.
  • The BLUE Form of Proxy for the General Meeting must be returned by no later than 10.15 a.m. on 13 August 2026 (or in the case of an adjourned meeting, not less than 48 hours (excluding UK non-working days) prior to the time and date set for the adjourned meeting) to be valid.
  • If the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the second Business Day before the date set for such adjourned meeting.
  • To commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
  • A Material evoke Shareholder will be an evoke Shareholder who, as at 6.00 p.m. on 27 August 2026 (being the date falling 10 days after the Court Meeting), holds such number of evoke Shares or evoke Depositary Interests as would entitle such holder, if the Acquisition completed on that date, to receive more than 36,251,310 New Intralot Shares pursuant to the terms of the Acquisition. See paragraph 8 of Part II (Explanatory Statement) of the Scheme Document for an explanation of the rights that Material evoke Shareholders may, subject to the satisfaction of the requirements set out in that paragraph, benefit from following the Effective Date.
  • These times and dates are indicative only and will depend, among other things, on the date on which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of these times or dates change, evoke will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service (with such announcement being made available on evoke's website at https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot and Intralot's website at https://www.intralot.com/investor-relations/proposed-acquisition-of-evoke/). Any further updates or changes to these times and dates will be notified in the same way.
  • If Holders of evoke Shares and evoke DI Holders have not completed and returned the YELLOW Form of Nomination accompanied by a print-out of their DSS Account particulars by this time and date, they will not receive New Intralot Shares. Instead, Intralot shall instruct the Representative to deliver, as soon as practicable, any New Intralot Shares it holds on trust at the end of the Holding Period to a bank so designated by Intralot, and any such New Intralot Shares will be sold in the market as soon as reasonably practicable after the end of the Holding Period at the best price which can reasonably be obtained at the time of sale and that the net proceeds of sale will be converted into GBP at the Relevant Market Exchange Rate and (after the deduction of Relevant Expenses payable in connection therewith) will be delivered to MUFG Corporate Markets and thereafter settled by means of a cheque for the sum payable to the relevant registered holders of evoke Shares or evoke DI Holder. All such cheques shall be despatched as soon as practicable following the receipt by MUFG Corporate Markets of proceeds of the sale of New Intralot Shares. evoke Shareholders will find a description of the settlement steps in paragraph 18 of Part II (Explanatory Statement) and Part X (Process to Receive New Intralot Shares) of the Scheme Document.
  • The latest date by which the Scheme must become Effective, which may be extended by agreement between evoke and Intralot with the permission of the Court (if required).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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