Member Info for Amateurinvest0r

Also, the exchange rate is 50p for 1.12eur BYLOT. this is better than the rumoured 1.18eur. plus BYLOT currently trading at 1.18EUR. if BYLOT price doesn't come off then evoke could go a little higher than 52p due to arbitrage traders Assuming BYLOT stays around 1.18 and the EUR/GBP exchange rate remains close to current levels, the implied EVOK value is already above the headline 52p.

Https://next.io/news/investment/advisors-evoke-ballys-sale-bullish/

Sources familiar with negotiations between Bally’s and evoke told NEXT.io that internal advisors remain confident the deal will get over the line despite delays.

The multi-billion-pound sale of the William Hill operator is the most significant pending gambling sector M&A agreement in Europe, and would deliver a British high-street stalwart to a business known for aggressive cut-price deals.

However, since news of the deal was reported by several media outlets including NEXT.io, the parties announced an extension of negotiations minutes before the initial deadline to the following month.

Despite this delay, NEXT.io understands there is little doubt among some parties directly involved in the process that the deal will eventually be approved by relevant stakeholders – with the delays that have so far occurred said to have been caused by the sheer complexity of the deal.

Even so, the two gaming giants are edging closer to the new 8 June deadline still without a deal confirmed, which has no doubt caused anxiety in some quarters. The market has been somewhat sceptical, although evoke shares have crept up closer towards the floated 50p offer price in recent weeks.

It comes after private equity giant TPG was reported to be prepping up to £800m of financial muscle to help refinance evoke’s debt post-merger, according to a Sky News report.

One investment source told NEXT.io: “You need space with investors, with shareholders – there is a number of things that you must do. So, I don’t see anything strange in them extending the deadline.”

If approved, the deal would need approval from shareholders – who will need to swallow the almost total devaluing of the business, with the floated 50p per share offer totalling a price of just £225m.

Specifically, industry newsletter Earnings+More highlighted that evoke’s founding Shaked family might prove a sticking point, having themselves reportedly tried to put together a PE-backed offer for the business at one point.

The main issue remains what to do with evoke’s £1.8bn debt pile, which must be paid despite the business’ assets reportedly being valued at significantly less than that figure.

Special measures

One possible solution is a financial manoeuvre using a Special Purpose Vehicle (SPV), the existence of which has been referenced in the Greek business press.

Under such a structure, the SPV would receive preferred distributions from the combined group’s dividends, meaning it would be first in line for any cash generated.

As the SPV would be linked exclusively to evoke as opposed to parent company Bally’s Intralot, the idea would be to de-risk the deal from Bally’s perspective and separate the existing debt from its leverage.

According to one sceptical expert source, the critical question is how much of the group’s free cash flow that vehicle would absorb – and what that leaves for growth investment.

If you hold the shares to full takeover (with the caveat that the takeover actually happens) then you would get whatever your holdings are at 50p. So, let's say your holdings are valued at £10k then you would get £10k worth of Bally's Intralot shares at 1.18EUR. I'm guessing that the cash alternative is for residual shares. You would then be a holder of Bally's Intralot and be taking on the inherent risks associated with holding them. At time of writing BYLOT is trading at around 1.176EUR. so right now the exchange rate is a premium. We still don't know if BYLOT will make a firm offer or the final terms. E.g. will exchange rate float or will it be fixed at 1.18 or will indicative value be less than 50p etc. From my understanding I do think BYLOT really do want evoke with the biggest hurdle being the debt which from the article seems like it's in the process of being solved.

That sounds like the exchange. So pretty much 2 evoke shares for 1 Bally's Intralot. Note that terms haven't been agreed yet nor is a firm offer guaranteed. This article suggests that bond holder discussions are progressing.

Https://www.bankingnews.gr/en/index.php?id=877535&epixeiriseis/articles/877535/bally-s-and-intralot-prepare-mega-deal-targeting-1-1-billion-ebitda-what-intracom-is-planning

Bally's and Intralot prepare mega-deal targeting €1.1 billion EBITDA – What Intracom is planning

Bally's and Intralot prepare mega-deal targeting €1.1 billion EBITDA – What Intracom is planning

Negotiations for the Bally's–Evoke deal are in their final stages.

Intense activity has been observed in the "camp" of Bally's Intralot, as well as Intracom, over the past 48 hours, with reports suggesting that the announcement of mega deals is now only a matter of time. According to London-based banking and brokerage sources, talks between the leading executives of Bally's and the bondholder creditors of Evoke have reached their final stage. The same sources state that the goal is to finalize the deal by June 28, 2025, with the prospect of it being officially presented at the General Meeting of Bally's/INLOT shareholders. Meanwhile, broader business processes are underway surrounding the Intracom group, following the agreement to sell Europa Insurance to Credia. These developments, according to the same information, may further strengthen the company's valuation, which is currently trading at levels lower than its estimated net asset value.

The structure of the deal

The emerging deal, according to the same information, will have a complex financial structure and include the following key elements: Payment of the consideration to Evoke via Bally's Intralot shares, which will be valued at approximately €1.18, the price at which they are expected to be distributed to creditors and shareholders. Transfer of the existing debt to a Special Purpose Vehicle (SPV), with repayment over a period of approximately 20 years from the future cash flows of the new entity. At the same time, a benchmark interest rate is provided for Evoke’s bondholder creditors, estimated in the 5%–6% range. Determination of a specific valuation price for the Evoke share, which will form the basis for calculating the share exchange for both creditors and shareholders, as well as for the valuation of Bally's/INLOT, which is also placed around €1.18 per share, according to the same sources.

Impact on valuation and financial figures

London sources indicate that the structure of the agreement is considered highly favorable for Bally's/INLOT, as it is estimated that it could lead to a significant strengthening of its financial figures. Specifically, there is talk of a potential surge in EBITDA to the level of €1.1 billion, with a corresponding positive effect on the company's valuation on the Euronext exchange and the Athens Stock Exchange. Under this scenario, the market capitalization could approach €3.5 billion, with the stock price moving toward €1.8, always according to the same estimates.

Expect Evoke to take a few days to run the numbers. Their finance team will need to model the new duty rates across products, then set out a pass through plan (lower payouts/bonuses, odds tweaks, mix to higher hold). We could see an RNS next week laying out.

• how much of the tax they’ll pass through and over what timeline

• any cost actions, cost cuts to protect EBITDA

• capital allocation (e.g. “all surplus cash to debt” pre Apr 26)

Re Italy, the Sky News piece was a non confirmed leak that Evoke didn’t comment on, as credible as it perhaps was. If they do move on Italy, it will likely appear alongside the pass through capital plan, and they’ll need to stress that 100% of proceeds go to debt plus a stranded cost programme so group EBITDA is defended. Until then, assume pass through first, optional disposal second (only if value accretive).

What’s affected?

Only UK remote (online) revenue:

Remote Gaming Duty (RGD -> 40% from Apr 26): hits UK online gaming (e.g., 888/WH casino).

Remote General Betting Duty (GBD -> 25% from Apr 27): hits UK online sports betting.

NOT affected by these changes: Retail shops (in person) and International markets.

How big are those buckets inside the Group today? (using Evoke’s Q3 mix)

- Group revenue: £435.4m

- UK online gaming: £112.6m -> ~26% of Group

- UK online sports: £50.7m -> ~12% of Group

- Retail (UK shops): £121.7m -> ~28% (not hit by the new remote rates)

- International: £150.4m -> ~35% (not hit by UK duty changes)

So, what share is in the firing line?

- From Apr 2026 (RGD only): ~26% of Group revenue

- From Apr 2027 (RGD + remote GBD): ~26% + ~12% ≈ ~38% of Group revenue

(YTD figures tell the same story: ~25% RGD base, ~13% remote GBD base, ~38% combined by 2027)

The crucial bit: pass through

The OBR explicitly assumes operators will pass through ~90% of the duty rise to customers over time by:

- trimming RTP/promotions/bonuses

- tweaking odds/hold

- pushing higher margin products (e.g. accas/Bet Builder)

- re-mixing the offering

They also model a behavioural offset (some demand leakage / illicit substitution), which is why the Treasury’s net take is lower than the “static” math.

Although ~38% of revenue sits in the taxed categories by 2027, Evoke is not expected to eat the full duty hike pound for pound. Most of the cost is expected to be pushed through to players via product/pricing changes, with some volume give back. That’s why the company level profit hit should be far smaller than the scary headline percentages imply.

Bottom line: Headline looks brutal; operator math doesn’t. With pass through, a delever pledge, and Italy optionality, Evoke flips from “survival debate” to a de-risking equity story again and no longer a binary bet on uncertainty.