REG - Evoke PLC - Timing of Posting Scheme Document

RNS Number : 8776K Evoke PLC 03 July 2026  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

3 July 2026

RECOMMENDED ALL-SHARE ACQUISITION

of

evoke plc

by

Bally's Intralot S.A.

to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014

TIMING OF POSTING SCHEME DOCUMENT

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 "Announcement" and 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.

Capitalised terms used in this announcement have the same meaning given to them in the Announcement, unless otherwise defined herein.

Timing of posting of the Scheme Document

evoke and Intralot now expect that the Scheme Document and associated materials will be dispatched to evoke Shareholders on or before 24 July 2026, rather than within 28 days following the date of the Announcement (as was originally specified in the Announcement). This is in order to allow further time to finalise the documentation required to be published in connection with the Scheme, as well as certain procedural steps before the Supreme Court of Gibraltar.

There is no change to the expected timing for completion of the Acquisition set out in the Announcement, with completion still expected to occur in the final quarter of 2026 or first quarter of 2027, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix 1 to the Announcement. The detailed expected timetable for implementation of the Acquisition will be set out in the Scheme Document.

Enquiries

Milbank LLP is retained as legal adviser to Intralot.

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

Important notices relating to financial advisers

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Intralot and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Intralot for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. It is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.

Deutsche Bank AG is acting for Intralot and no other person in connection with the matters referred to in this announcement and will not be responsible to any person other than Intralot for providing the protections offered to clients of Deutsche Bank AG nor for providing advice in relation to any matter referred to in this announcement.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for evoke and for no one else in connection with the Acquisition and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than evoke for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to evoke and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than evoke for providing the protections afforded to clients of Rothschild & Co, or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement or any matter referred to herein. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

The City Code on Takeovers and Mergers

The City Code on Takeovers and Mergers (the "Code") does not apply to evoke as it is registered in Gibraltar. As a result, a takeover offer for evoke will not be regulated by the UK Panel on Takeovers and Mergers (the "Panel"). evoke's articles of association contain certain provisions requiring evoke to use its reasonable endeavours to apply the rules of the Code to a takeover offer for evoke (except where not in the best interest of evoke to do so), although these do not provide the full protections afforded by the Code and the enforcement of such provisions is not the responsibility of the Panel. Accordingly, evoke Shareholders are reminded that the Panel does not have responsibility, in relation to evoke, for ensuring compliance with the Code and is not able to answer any evoke Shareholders' questions in that regard.

Further information

This announcement is for information purposes only. It does not constitute, and is not intended to constitute, or form part of, any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or Gibraltar may be restricted by law. Persons who are not resident in the United Kingdom or Gibraltar or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.

Unless otherwise determined by Intralot, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to evoke Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable legal and regulatory requirements.

evoke Shareholders should be aware that the transaction contemplated herein may have tax consequences and that such consequences, if any, are not described herein. evoke Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition on them.

Notice to U.S. evoke Shareholders

The Acquisition relates to shares of a Gibraltar company which are admitted to trading on a UK regulated market, is subject to Gibraltar and UK procedural and disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under the company law of Gibraltar. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Scheme will be subject to Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of United States tender offer and proxy solicitation rules.

The receipt of consideration by a US holder for the transfer of its Shares pursuant to the Scheme may have tax consequences in the United States. Each evoke Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state, federal and local, as well as overseas and other, tax laws.

Financial information relating to evoke included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  If Intralot exercises its right to implement the acquisition of the evoke Shares by way of an Offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

To the extent permitted by applicable law, normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Intralot or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of evoke outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

It may be difficult for US evoke Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Intralot and evoke are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US evoke Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The New Intralot Shares have not been, and will not be, registered under the US Securities Act, or applicable state securities laws. Accordingly, the New Intralot Shares may not be offered, sold, resold, taken up, transferred or delivered, directly or indirectly, in the United States absent registration or an available exemption or a transaction not subject to the registration requirements of the US Securities Act. Accordingly, the New Intralot Shares will not be issued to evoke Shareholders unless Intralot determines that they may be issued pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act as provided by Section 3(a)(10) of the US Securities Act or another available exemption.

The New Intralot Shares are expected to be issued in reliance on the exemption from the registration requirements of the US Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the US Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the US Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorised by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorised to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Scheme will be considered. For the purposes of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, evoke will advise the Court before the hearing that the Court's approval of the Scheme will constitute the basis for an exemption from the registration requirements of the US Securities Act, pursuant to Section 3(a)(10).

THE SCHEME AND THE NEW INTRALOT SHARES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by evoke or Intralot (or their respective group companies), contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Intralot and evoke shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to Intralot and evoke's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Intralot's, evoke's or any member of the evoke Group's or any member of the Intralot Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Intralot's, evoke's or any member of the evoke Group's or any member of the Intralot Group's business.

Although Intralot and evoke believe that the expectations reflected in such forward-looking statements are reasonable, neither Intralot nor evoke (nor any of their respective associates, directors, officers or advisers) can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: (i) the ability to complete the Acquisition; (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; (iii) changes in the global, political, economic, business and competitive environments and in market and regulatory forces; (iv) changes in future exchange and interest rates; (v) changes in tax rates; (vi) future business combinations or disposals; (vii) changes in general economic and business conditions; (viii) changes in the behaviour of other market participants; (ix) changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Intralot and evoke operate; (x) weak, volatile or illiquid capital and/or credit markets; (xi) changes in the degree of competition in the geographic and business areas in which Intralot and evoke operate; (xii) changes in laws or in supervisory expectations or requirements; and (xiii) any epidemic or pandemic or disease outbreak or global health crisis. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither evoke nor Intralot, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Intralot, evoke, any member of the Intralot Group or the evoke Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

evoke and Intralot (and their respective associates, directors, officers or advisers) expressly disclaim any intention or obligation to update or revise any forward-looking statements, other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Disclosure Requirements

The Code does not apply to evoke as it is registered in Gibraltar. Accordingly, neither evoke Shareholders, Intralot Shareholders nor any other person dealing in evoke Shares or Intralot Shares are required to disclose any of their dealings under the provisions of the Code. However, evoke Shareholders and persons considering the acquisition or disposal of any interest in evoke Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA and other applicable regulatory rules regarding transactions in evoke Shares.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Intralot's and evoke's websites at https://www.intralot.com/investor-relations/proposed-acquisition-of-evoke/ and https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot, respectively, by no later than 12 noon (London time) on 6 July 2026. For the avoidance of doubt, the contents of these websites or any other website accessible from hyperlinks are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting evoke at ir@evokeplc.com or by telephone on +44 (0)800 029 3050. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  SOAAKBBNKBKBQOK