Evoke Shareholders Approve Bally's Intralot Takeover of William Hill and 888

The vote was close to unanimous on the shares, and the scheme now needs only the Gibraltar court. It puts William Hill, 888 and Mr Green into the same group as Bally's Intralot's lottery and gaming technology business, with completion expected late this year or early next.

• Evoke plc shareholders approved the all-share takeover by Bally's Intralot S.A. at meetings held on 18 August, with 99.91% of scheme shares voted in favour at the court meeting
• The headcount figure was lower: 96.77% of voting scheme shareholders supported the transaction, while the general meeting resolution passed on 99.63% of votes cast
• Reports put the deal at approximately £243 million, or around $329 million, structured as an all-share acquisition of the entire issued and to-be-issued share capital
• Evoke plc, the Gibraltar-incorporated group formerly known as 888 Holdings, owns William Hill, 888 and Mr Green
• Key antitrust and regulatory conditions have already been satisfied, leaving court sanction and remaining approvals, with completion expected in late 2026 or early 2027

The Shares Voted Almost Unanimously, the Shareholders Slightly Less So

Shareholders in Evoke plc have approved the recommended all-share takeover by Bally's Intralot S.A., clearing the last investor hurdle in a transaction that reshapes the ownership of three of the best-known brands in British betting.

The votes were taken at two meetings on 18 August. At the court meeting, 96.77% of voting scheme shareholders supported the transaction, and those shareholders represented 99.91% of the scheme shares voted. At the general meeting, the resolution to implement the scheme and amend the company's articles passed on 99.63% of votes cast.

The gap between those two figures is the only sign of dissent in the result. Approval by headcount at 96.77% against 99.91% by shares means a small number of holders voted against, and that they held very little stock between them. For a scheme of arrangement, which must clear a majority in number as well as the required share threshold, both numbers matter, and both were comfortably met.

Evoke is incorporated in Gibraltar, so the transaction proceeds by a Gibraltar court-approved scheme of arrangement covering the entire issued and to-be-issued share capital. Reports value the deal at approximately £243 million, around $329 million.

What the Combined Group Looks Like

The transaction folds Bally's Intralot's lottery and gaming technology operations together with Evoke's consumer-facing brands. Evoke, which traded as 888 Holdings until its rebrand, owns William Hill, 888 and Mr Green, and the combined business is described as spanning six core markets including the United States.

That is an unusual shape. Most consolidation in this sector has joined operators to operators, or suppliers to suppliers. This one puts a lottery and gaming technology business and a retail and online betting business under the same roof, which is a different bet about where the value sits.

The remaining conditions are procedural rather than commercial. Key antitrust and regulatory conditions have already been satisfied, and what is left is court sanction and the balance of approvals. Completion is expected in late 2026 or early 2027.

Bally's has been in this publication's pages for other reasons recently. As iGaming Times reported, Chicago's city council has been pressing the company to honour its full casino build pledge, a commitment that sits alongside the capital demands of a transaction on this scale.

A 96.77% Headcount Vote Is the Number a Court Will Look At

Attention will settle on 99.91%, and the more informative figure is 96.77%. A scheme of arrangement is not an ordinary takeover vote: it requires a majority in number of the members voting, as well as the share threshold, precisely so that a handful of very large holders cannot carry a scheme over the heads of everyone else. Clearing both by this margin removes the most common ground on which a scheme gets contested at sanction, which is why the remaining step is now realistically administrative. It also tells you something about the register. Dissent existed, it was numerically small, and it held almost no stock, which is the profile of a shareholder base that had already concluded the standalone case was weaker than the offer.

Putting Lottery Technology and Retail Betting in One Group Is a Bet on Distribution

The logic of joining Bally's Intralot to William Hill and 888 is not obvious from a product standpoint, because lottery technology and sportsbook operations sell to different customers through different channels. The case for it has to rest on distribution and on regulated-market access: lottery contracts are long, sticky and government-facing, while betting brands are short-cycle and consumer-facing, and a group holding both has more ways into a newly regulating market than either has alone. Whether that works depends on execution across six markets simultaneously, which is where combinations of this type usually strain. The integration risk here is not technical. It is that two businesses with very different sales cycles and regulatory relationships are being asked to share a balance sheet.

The Financing Question Does Not Disappear at the Vote

An all-share structure avoids the immediate cash call that a leveraged bid would have required, and it is the reason the deal could reach this point with antitrust already cleared. It does not settle the combined group's capital position. Trade coverage of the vote has raised liquidity as a live concern, and the group is taking on Evoke's obligations at the same time as Bally's carries substantial committed capital expenditure elsewhere, Chicago included. Shareholders approving an all-share merger are approving dilution rather than authorising funding, and the market's judgment on whether the combined balance sheet can carry both the integration and the build commitments will be made after completion, not at the meeting.

The investor decision is made and the regulatory ones are largely done. What is left to prove is that a lottery technology business and a British bookmaker are worth more together than apart.