Results of Court Meeting and General Meeting
Evoke plc announced that both the Court Meeting and General Meeting held today overwhelmingly approved the recommended all-share acquisition by Bally's Intralot S.A. The Court Meeting saw 99.91% of Scheme Shares voted in favour, representing 59.55% of the issued ordinary share capital, while the General Meeting passed the Special Resolution with 99.63% of evoke Shares voted in favour. These approvals satisfy key conditions for the acquisition, with the court sanction hearing expected in late 2026 or early 2027, leading to the scheme becoming effective around the same timeframe.
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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 being effected by means of a scheme of arrangement between evoke and evoke Shareholders under Part VIII of the Gibraltar Companies Act 2014. The scheme document containing the full terms and conditions of the Acquisition was published or made available to Scheme Shareholders on 21 July 2026 (the "Scheme Document").
Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
Results of Court Meeting and General Meeting
evoke and Intralot are pleased to announce that the Court Meeting to consider and, if thought fit, approve the Scheme and the General Meeting to consider, and if thought fit, pass the Special Resolution relating to the Acquisition, were each held today and:
- the requisite majority of eligible Scheme Shareholders voted (either in person or by proxy) to approve the Scheme at the Court Meeting; and
- the requisite majority of eligible evoke Shareholders voted (either in person or by proxy) to pass the Special Resolution to, amongst other things, implement the Scheme and amend the articles of association of evoke at the General Meeting.
Details of the resolutions passed are set out in the Notice of Court Meeting and Notice of General Meeting contained in Parts XII and XIII (respectively) of the Scheme Document.
Voting results of the Court Meeting
| No. of Scheme Shareholders who voted* | % of Scheme Shareholders who voted** | No. of Scheme Shares voted | % of Scheme Shares voted** | No. of Scheme Shares voted as a % of the issued ordinary share capital** | |
|---|---|---|---|---|---|
| FOR | 30 | 96.77 | 268,206,379 | 99.91 | 59.55 |
| AGAINST | 1 | 3.23 | 236,504 | 0.09 | 0.05 |
| TOTAL | 31 | 100 | 268,442,883 | 100 | 59.60 |
* The number of Scheme Shareholders voting "FOR" includes 1 Scheme Shareholder who cast votes for the Scheme in respect of part of their holding of Scheme Shares and against the Scheme in respect of another part of their holding of Scheme Shares. In accordance with the order of the Court pursuant to which the Court Meeting was convened, such Scheme Shareholder is recorded as a holder voting "FOR" in the above table on the basis that they cast more votes "FOR" the Scheme than "AGAINST" the Scheme.
** All percentages have been rounded to the nearest two decimal places.
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each evoke Shareholder present (in person or by proxy) was entitled to one vote per evoke Share held at the Voting Record Time.
| FOR | AGAINST | TOTAL | WITHHELD** | |||
|---|---|---|---|---|---|---|
| Special Resolution | No. of evoke Shares voted | % of evoke Shares voted* | No. of evoke Shares voted | % of evoke Shares voted* | No. of evoke Shares voted | No. of evoke Shares |
| Approval of the implementation of the Scheme, including the amendment of the evoke Articles | 268,443,403 | 99.63% | 988,762 | 0.37% | 269,432,165 | 74,218 |
* All percentages have been rounded to the nearest two decimal places.
The total number of evoke Shares in issue at the Voting Record Time was 450,403,766. Consequently, the total number of voting rights in evoke at the Voting Record Time was 450,403,766.
In accordance with UK Listing Rule 6.4.2R, a copy of the Special Resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Next steps and timetable
The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set out in Part III of the Scheme Document) have been satisfied.
A number of the Conditions relating to antitrust and regulatory approvals have also now been satisfied and it remains the expectation that the hearing of the Court to sanction the Scheme will 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 the Scheme receives the sanction of the Court at that time, the Scheme is expected to become effective in the final quarter of 2026 or first quarter of 2027.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 2 to 4 of the Scheme Document. The dates are indicative only and are subject to change. If any of the key dates and/or times set out in the expected timetable change, evoke will give notice of such 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.
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
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