Further to its announcement dated April 20, 2026, Bally’s Intralot S.A. (“Company”) announces that its Board of Directors and the board of directors of evoke plc, a company incorporated under the laws of Gibraltar (“evoke”), whose shares are listed on the London Stock Exchange, have reached an agreement regarding the terms and conditions of a proposed acquisition by the Company of all shares representing the entire ordinary share capital of evoke (the “Acquisition”) and have entered into a cooperation agreement dated June 5, 2026 (the “Cooperation Agreement”).
The acquisition is to be carried out through a scheme of arrangement between evoke and the shareholders of evoke in accordance with Part VIII of the Gibraltar Companies Act.
The Company reserves the right to carry out the Acquisition through a takeover offer to the shareholders of evoke pursuant to Part XA (including Section 352A) of the Gibraltar Companies Act, in accordance with the terms of the Cooperation Agreement. The Acquisition is subject, among other things, to the approval by the shareholders of evoke of the settlement agreement and the approval by the Company’s shareholders of a resolution authorizing the issuance of new shares of the Company to the shareholders of evoke in connection with the Acquisition.
Under the terms of the Acquisition, evoke shareholders will be entitled to receive for each evoke Share: 0.537 new shares of the Company to be issued and listed on Euronext Athens following an increase in the Company’s share capital (the “Share Offer”).
The Share Offer represents a value of approximately 0.52 British pounds per evoke Share based on Bally’s Intralot’s share price of 1.12 euros. On this basis, the Acquisition values the total issued and to-be-issued ordinary share capital of evoke at approximately £243.1 million.
As an alternative to the Share Offer, evoke shareholders may elect to receive, in respect of some or all of their evoke Shares (instead of a corresponding number of new shares of the Company under the Share Offer) 0.52 British pounds in cash for each evoke Share (the “Alternative Cash Offer”).
The maximum total cash payment available to evoke shareholders under the Alternative Cash Offer will be limited to £117.1 million. Any shares of evoke sold under the Alternative Cash Offer will be acquired by [Bally’s Intralot Jersey Securities Limited], a wholly-owned (indirect) subsidiary of the Company.
The cash consideration payable under the Alternative Cash Offer will be financed by a bridge facility of up to €200 million entered into between the Company as borrower and Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC as lenders.
The Company has also secured commitments, led and underwritten by a syndicate of lenders consisting of TPG BD Finance L.P., Oaktree Capital Management, and OHA (UK) LLP, for a five-year second-lien facility of up to the euro equivalent of £889 million to refinance certain existing senior debt of evoke maturing in 2028.
The Company will not provide any guarantee or security in connection with the second-lien financing, except for the funding commitment: (i) a mandatory repayment of the euro equivalent of GBP 200 million by December 31, 2027; and (ii) synergy-related expenses of up to £50 million, provided certain conditions are met.
In addition, evoke has received a pre-emptive consent to waive its rights in the event of a change of control from the holders of all series of its outstanding senior secured notes maturing in 2030 and 2031, as well as from the holders of its revolving credit facility, which will also be increased to £220 million subject to customary conditions.
The Company has also secured commitments from institutional investors for a senior financing facility of £157 million to support the Acquisition.
The Acquisition is expected to close either in the fourth quarter of 2026 or the first quarter of 2027 and is subject to terms and conditions which, if not satisfied or waived, may delay and/or preclude its completion.
Mr. Socrates Kokkalis, Chairman of the Board of Directors of Bally’s Intralot, stated:
“Today marks the beginning of a new major chapter for our company with the submission of a binding offer to acquire evoke, creating a very strong global leader in the gaming industry. This move demonstrates the new momentum our company has gained, justifying the trust that investors have placed in us.”