Results of Intralot General Meeting
Bally's Intralot S.A. announced that its shareholders overwhelmingly approved resolutions necessary for the recommended all-share acquisition of evoke plc, with over 99.5% of votes in favour of increasing share capital and amending articles of association. This significant shareholder approval satisfies a key condition for the acquisition, which is being implemented via a scheme of arrangement. With other conditions, including antitrust and regulatory approvals, also being met, the court hearing to sanction the scheme is anticipated in the final quarter of 2026 or the first quarter of 2027, with the scheme expected to become 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 Intralot General Meeting
evoke and Intralot are pleased to announce that the Intralot General Meeting to consider and, if thought fit, pass the Intralot Resolution and such other resolutions as are considered necessary in connection with the Acquisition (the “Resolutions”), was held today and the requisite majority of Intralot Shareholders voted (either in person or by proxy) to pass the Resolutions to, amongst other things, authorise the board of Intralot to increase the share capital of Intralot and amend the articles of association of Intralot.
The table below sets out the results of the Intralot General Meeting.
| Resolution | FOR | AGAINST | TOTAL | BLANK/ ABSTENTION | |||
|---|---|---|---|---|---|---|---|
| No. of valid votes | % of valid votes | No. of valid votes | % of valid votes | No. of valid votes | No. | % | |
| Granting authorisation to the board of directors to increase the share capital of Intralot | 1,355,723,610 | 99.585% | 5,656,262 | 0.415% | 1,361,379,872 | 0 | 0% |
| Amendment of par. 2 of article 18 of Intralot’s Articles of Association | 1,361,372,036 | 99.999% | 7,835 | 0.001% | 1,361,379,872 | 1 | 0% |
| Codification of Intralot’s Articles of Association | 1,361,372,036 | 99.999% | 7,835 | 0.001% | 1,361,379,872 | 1 | 0% |
The Intralot General Meeting was lawfully attended by 102 Intralot Shareholders representing 1,361,379,872 common registered shares out of a total of 1,867,802,694 common registered shares, i.e. percentage 72.89% of the share capital of Intralot. It is noted that Intralot holds 22,998,878 own shares which, according to article 50 of law 4548/2018 of Greece, do not have voting rights and are not calculated for the formation of a quorum.
Next steps and timetable
The outcome of today’s meeting means that Condition 3(a)(i) (as set out in Part III of the Scheme Document) has been satisfied.
evoke and Intralot also note the announcement made on 17 August 2026 confirming that the requisite majorities of Scheme Shareholders approved the Scheme at the Court Meeting and the requisite majority of evoke Shareholders passed the Special Resolution required to implement the Scheme at the General Meeting.
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.
Reminder to complete and return YELLOW Form of Nomination
As set out in the Scheme Document, evoke Shareholders who are entitled to receive New Intralot Shares under the Scheme are reminded that they will be required to nominate a DSS Account into which the New Intralot Shares will be deposited following the Effective Date.
To do so, evoke Shareholders must complete and return the YELLOW Form of Nomination accompanied by a print-out of their DSS Account particulars using the prepaid envelope marked with a yellow flash provided (if sending from within the UK) to MUFG Corporate Markets, at MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom as soon as possible and, in any event, so as to be received by no later than 6.00 p.m. on the Nomination Return Date (which is expected to be the last Business Day prior to the Effective Date) if such evoke Shareholder wishes to receive the New Intralot Shares within 14 days of the Effective Date.
evoke Shareholders who do not currently have a DSS Account must set up such a DSS Account prior to completing and returning the YELLOW Form of Nomination as set out above.
evoke Shareholders who wish to make a Cash Alternative Offer Election are reminded that they should still complete and return the YELLOW Form of Nomination in accordance with the instructions printed thereon, as they may receive part of their consideration in New Intralot Shares in the event that the Cash Alternative Offer Cap is exceeded.
If an evoke Shareholder or their broker or participant in ATHEXCSD has any questions regarding Intralot or the New Intralot Shares, they should contact Intralot’s Investor Relations team by email at evokeschemeenquiries@ballysintralot.com or by telephone on +44 (0) 207 478 2100.
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
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.