Results of Intralot General Meeting

Shareholders overwhelmingly approved key steps for Intralot’s acquisition of evoke plc.

What the company is saying

Bally’s Intralot S.A. and evoke plc report that the Intralot General Meeting on 18 September 2026 passed all necessary resolutions for the recommended all-share acquisition of evoke plc. The company emphasizes the strength of shareholder support, with 99.585% of votes in favour of authorising the board to increase share capital and 99.999% in favour of amending and codifying the articles of association. The announcement highlights that 102 shareholders representing 1,361,379,872 shares, or 72.89% of the share capital, participated, demonstrating high engagement. Intralot’s own 22,998,878 shares were excluded from voting, as required by Greek law. The tone is procedural and confident, focusing on the satisfaction of Condition 3(a)(i) for the scheme and noting that several antitrust and regulatory approvals have been met. The company provides clear next steps for shareholders, including instructions for the YELLOW Form of Nomination and reiterates that the City Code on Takeovers and Mergers does not apply to evoke due to its Gibraltar registration. Named legal and financial advisers for both parties are listed, and responsibility for the announcement is attributed to Fredrik Ekdahl (evoke) and Dimitris Kremmidas (Intralot).

What the data suggests

The disclosed figures show overwhelming shareholder approval for all resolutions: 1,355,723,610 votes (99.585%) supported authorising the board to increase share capital, with only 5,656,262 votes (0.415%) against. Amendments to article 18 and codification of the articles each received 1,361,372,036 votes (99.999%) in favour and 7,835 (0.001%) against, with only 1 abstention for each. The meeting achieved a 72.89% turnout, with 1,361,379,872 shares represented out of 1,867,802,694 total, and 102 shareholders attending. Intralot’s 22,998,878 treasury shares were excluded from the count, as they lack voting rights. The announcement confirms that Condition 3(a)(i) for the scheme has been satisfied and that several antitrust and regulatory hurdles have already been cleared, but does not specify which. The next procedural step is a court hearing to sanction the scheme, expected in late 2026 or early 2027. No financial performance, synergy, or pro forma data is disclosed, so the announcement is strictly procedural. Shareholders are given clear deadlines and instructions for receiving new shares or making a cash election.

Analysis

The announcement is a factual, procedural update on the progress of the all-share acquisition of evoke plc by Bally’s Intralot S.A., detailing the results of the Intralot General Meeting and the satisfaction of key shareholder and regulatory conditions. The language is proportionate, with no promotional or exaggerated claims about future benefits or synergies. All key claims are supported by precise voting data and procedural facts, and forward-looking statements are limited to the expected timing of the court hearing and scheme effectiveness, which are standard in such processes. No financial performance, synergy, or earnings impact is claimed or implied, and there is no evidence of narrative inflation. The capital intensity flag is false, as the announcement does not discuss capital outlays or financial projections. The gap between narrative and evidence is minimal; the tone is positive but strictly factual.

Risk flags

• ●The transaction remains subject to court sanction and the satisfaction or waiver of remaining conditions, so there is a risk of delay or non-completion if any outstanding regulatory or procedural requirements are not met.
• ●No financial, operational, or synergy data is disclosed, so investors cannot assess the economic impact of the acquisition or the combined entity’s future prospects based on this announcement alone.
• ●The City Code on Takeovers and Mergers does not apply to evoke as it is registered in Gibraltar, which reduces the level of regulatory oversight and shareholder protection compared to a UK-regulated transaction.
• ●Shareholders must complete the YELLOW Form of Nomination and, if necessary, set up a DSS account to receive new shares, introducing administrative risk for those who do not follow the process correctly or on time.

Bottom line

This announcement confirms that Intralot shareholders have overwhelmingly approved all resolutions required for the all-share acquisition of evoke plc, with over 99% support for each motion and a high turnout of 72.89% of share capital. Key procedural and regulatory conditions have been met, but the deal is not yet complete: the scheme still requires court sanction, expected in the coming months. No financial or operational details about the impact of the acquisition are provided, so investors lack visibility on the future earnings or strategic benefits of the combined group. The absence of UK Takeover Code protections due to evoke’s Gibraltar registration is a governance consideration. The most immediate action for shareholders is to complete the nomination process to ensure receipt of new shares or cash consideration. The main takeaway is that the transaction has cleared a major procedural hurdle, but final completion and value realization depend on upcoming court approval and full regulatory clearance.

Announcement summary

(LSE:DI) Bally’s Intralot S.A. and evoke plc announced the results of the Intralot General Meeting held on 18 September 2026 regarding the 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. The Intralot General Meeting considered and passed the necessary resolutions to authorise the board of Intralot to increase the share capital of Intralot and amend its articles of association. For the resolution granting authorisation to the board to increase share capital, 1,355,723,610 votes were cast in favour (99.585%), and 5,656,262 votes were cast against (0.415%), with a total of 1,361,379,872 valid votes and 0 abstentions (0%). For the amendment of paragraph 2 of article 18 of Intralot’s Articles of Association, 1,361,372,036 votes were in favour (99.999%), 7,835 against (0.001%), with 1,361,379,872 valid votes and 1 abstention (0%). For the codification of Intralot’s Articles of Association, 1,361,372,036 votes were in favour (99.999%), 7,835 against (0.001%), with 1,361,379,872 valid votes and 1 abstention (0%). The meeting was 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, which is 72.89% of the share capital of Intralot. Intralot holds 22,998,878 own shares, which do not have voting rights and are not counted for quorum purposes. The outcome of the meeting means that Condition 3(a)(i) in Part III of the Scheme Document has been satisfied. evoke and Intralot also noted that, as of 17 August 2026, 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. Several antitrust and regulatory approval conditions have also been satisfied. The hearing of the Court to sanction the Scheme is expected to be held in the final quarter of 2026 or first quarter of 2027, subject to satisfaction or waiver of other conditions. If sanctioned, the Scheme is expected to become effective in the final quarter of 2026 or first quarter of 2027. The expected timetable of principal events remains as set out in the Scheme Document. evoke Shareholders entitled to receive New Intralot Shares under the Scheme must complete and return the YELLOW Form of Nomination, with DSS Account particulars, to MUFG Corporate Markets by no later than 6.00 p.m. on the Nomination Return Date (expected to be the last Business Day prior to the Effective Date) to receive New Intralot Shares within 14 days of the Effective Date. Shareholders without a DSS Account must set one up before returning the form. Shareholders making a Cash Alternative Offer Election must also complete and return the YELLOW Form of Nomination. For questions, Shareholders may contact MUFG Corporate Markets or Intralot’s Investor Relations team. The announcement lists the financial and PR advisers to both Intralot and evoke, as well as their legal advisers. The City Code on Takeovers and Mergers does not apply to evoke as it is registered in Gibraltar, and the UK Panel on Takeovers and Mergers does not have responsibility for ensuring compliance with the Code in relation to evoke. The person responsible for arranging the release of this announcement on behalf of evoke is Fredrik Ekdahl, General Counsel of evoke. The person responsible for arranging the release on behalf of Intralot is Dimitris Kremmidas, Chief Legal Counsel of Intralot.

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