evoke shareholders approve Bally’s Intralot S.A. takeover scheme

BLUF: Evoke plc shareholders approved the recommended all-share acquisition by Bally’s Intralot S.A. at court and general meetings held after publication of the scheme document on 21 July 2026. The court hearing to sanction the scheme is expected in the final quarter of 2026 or the first quarter of 2027; if sanctioned, the scheme should become effective in that same window.

Vote totals and majorities that approved the scheme

At the Court Meeting, 30 shareholders representing 99.91% of votes cast approved the scheme of arrangement. There were 268,206,379 votes in favour and 236,504 votes against. Those in favour represented 59.55% of evoke’s issued ordinary share capital at the voting record time.

At the General Meeting, shareholders passed the special resolution required to implement the scheme and to amend evoke’s articles of association. The resolution received 268,443,403 votes in favour, representing 99.63% of votes cast, with 988,762 votes against. The total number of evoke shares in issue at the voting record time was 450,403,766.

Transaction timeline: announcement to expected sanction

Intralot and evoke first announced agreement on the acquisition terms on 5 June 2026. The scheme document underpinning the shareholder meetings was published on 21 July 2026. The approvals given at the meetings satisfy conditions 2(a) and 2(b) of the scheme.

Several conditions related to antitrust and regulatory approvals have already been satisfied, according to the company statement. Remaining conditions are subject to satisfaction or waiver before the scheme can be presented to the court for sanction. The companies expect the court hearing to sanction the scheme in the final quarter of 2026 or the first quarter of 2027, and they expect the scheme to become effective in that same period if the court sanctions it.

Legal vehicle and jurisdictional context

The acquisition is being implemented by way of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014. Evoke is registered in Gibraltar. Because of that registration, the City Code on Takeovers and Mergers does not apply to the company.

The choice of a Part VIII scheme is a legal route routinely used for cross-border deals involving Gibraltar-registered entities. The statement made clear the deal structure follows that framework and that court sanction in the relevant jurisdiction is the next formal step.

What the approvals mean for the parties and the timetable

Shareholder approval at both the Court Meeting and the General Meeting clears the majority of the corporate-level thresholds required by the scheme. With votes in favour meeting the numerical tests recorded in the scheme document, the parties' focus shifts to remaining regulatory consents and the court timetable.

If the court sanctions the scheme, the implementation mechanics will follow the terms set out in the scheme document; the statement anticipates effectiveness in the final quarter of 2026 or the first quarter of 2027. If any outstanding condition is not satisfied or waived, the timetable will slip until the condition is addressed.

Market and regulatory considerations for operators and investors

The transaction affects evoke plc, a Gibraltar-registered operator, and Bally’s Intralot S.A., which is implementing the recommended all-share acquisition. For investors, the key dates to monitor are the court sanction hearing and any public updates on outstanding antitrust or regulatory consents. For operators and suppliers, a successful sanction will shift corporate control according to the scheme terms announced in June and the scheme document published in July.

Next practical steps listed by the companies

1. Secure remaining regulatory consents or obtain waivers where applicable.

2. Obtain court sanction of the scheme at the expected hearing in late 2026 or early 2027.

3. Implement the scheme once the court order becomes effective in that same period.

These steps follow the order set out in the scheme document and the company statement; the meetings held on the voting record date completed the shareholder-level approvals required before court consideration.

"The Court Meeting and General Meeting approvals satisfy conditions 2(a) and 2(b) of the scheme," the statement said, reporting the vote totals and the remaining expectation for court sanction.

What to watch next in coverage

Watch for a court timetable and any public filings confirming the satisfaction or waiver of the remaining conditions. Companies involved typically issue another statement once the court hearing is scheduled and again if the court sanctions the scheme. Readers tracking the transaction should also monitor notices from competition authorities and other regulators whose approvals were described as partly satisfied in the release.

Marcus Webb, Industry Deals Correspondent, will follow developments to the court hearing and report any material timetable changes or further regulatory updates. For related coverage on transactional trends affecting operators and suppliers see our news and regulation sections.