REG - Evoke PLC - H1 2025 Interim Results
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RNS Number : 0750V Evoke PLC 13 August 2025
13 August 2025
evoke Plc
("evoke" or "the Group")
H1 2025 Interim Results
Strategy delivering fourth consecutive quarter of growth and significantly
improved profitability with Adjusted EBITDA +44% and LTM Adjusted EBITDA of
£363m
evoke (LSE: EVOK), one of the world's leading betting and gaming companies
with internationally renowned brands including William Hill, 888 and Mr Green,
today announces its interim results for the six-months ended 30 June 2025
("H1-25").
Reported Adjusted(1)
£ millions H1 2025 H1 2024 YoY% H1 2025 H1 2024 YoY%
Revenue 887.8 862.0 +3% 887.8 862.0 +3%
EBITDA(1) 141.3 43.8 +223% 165.9 115.5 +44%
(Loss) / profit after tax (64.7) (143.2) +55% 5.4 (29.9) NMF
(Loss) / earnings per share (p) (14.3) (31.9) +55% 1.2 (6.7) NMF
*NMF means not a meaningful figure
Financial highlights:
· Increasingly efficient operating model has driven a fourth consecutive
quarter of revenue growth and significantly improved profitability
· Group Revenue of £888m, up 3% (+4% CC(2)) year-over-year
§ UK&I Online revenue down 1% due to lapping the Euros and evolved
marketing approach, albeit with profitability significantly enhanced, leading
to Adjusted EBITDA +37% to £60m
§ International revenue up 13% (+15% CC) driven by very strong growth across
core markets, and Adjusted EBITDA more than doubled to £86m
§ Retail revenue down 2% but returned to growth in Q2 following the
successful rollout of 5,000 new gaming cabinets
· Adjusted EBITDA up 44% to £166m, bringing LTM Adjusted EBITDA to
£363m, with significant improvement driven by higher gross margins, more
effective marketing returns (revenue higher on lower marketing) and
operational efficiency from cost savings
· Reported EBITDA of £141m more than trebled year-over-year driven by a
significant reduction in exceptional items, primarily relating to the US B2C
exit and higher transformation costs in the prior year
· Significant progress in deleveraging, with 1.7x reduction year-over-year
to 5.0x at 30 June 2025. Cash (excluding customer balances) at 30 June 2025 of
£121m, with ample total liquidity of £250m including undrawn RCF of £129m
Strategic progress:
· Continued execution against strategy focused on delivering mid- and
long-term profitable growth and value creation by investing in core
capabilities and transforming the business, underpinned by a clear Customer
Value Proposition (CVP) and the following distinct competitive advantages:
o Operational excellence driven by data insights and intelligent automation:
continued to scale the use of AI and intelligent automation across Group
functions, enhancing execution and efficiency. Marketing effectiveness
improved through advanced customer segmentation, and data-driven Customer
Lifecycle Management (CLCM), delivering stronger returns on investment. These
initiatives are supported by a world-class team across data, automation and
AI, further strengthening our operational capabilities, and have led to
successful cost reductions as well as driving an 11% year-over-year increase
in Average Revenue Per User (ARPU) in H1 2025.
o A winning culture: transformed structures and ways of working and continue
to review the operating model to strengthen focus on customer experience and
efficiency. The broader leadership team continues to evolve, with a focus on
sharper execution, and more closely aligning remuneration to business
performance.
o Leading distinct brands and products: further progress in embedding the
Group-wide CVP principles. Launched William Hill's new CVP centred on 'betting
done properly', leveraging the heritage and strength of the brand with a
clearer customer focus. The rollout of 5,000 new gaming machines has
significantly enhanced the retail experience. Ongoing online product
improvements include a simplified user experience, new free-to-play games, and
the in-house launch of the Jackpot Drop feature. These initiatives are
shifting marketing from promotions-led to product-led, boosting customer
engagement and brand differentiation.
Current trading and outlook:
· Q3 revenue for the period to 10 August is in line with our plans and
the FY 2025 revenue growth target remains in the range of 5-9%
· Momentum is accelerating into H2 2025, supported by strong revenue
drivers including leading positions in core markets and an exciting pipeline
of new product launches and brand enhancements
· Further improvements in profitability expected in H2 2025, primarily
driven by enhanced operating leverage on the expected revenue growth. The
Group continues to actively pursue additional operational efficiencies,
including through the adoption of automation and AI across all functions
· The Group remains on track to deliver FY25 guidance of an Adjusted
EBITDA margin of at least 20%, with unchanged medium-term targets of 5-9%
annual revenue growth, approximately 100bps of Adjusted EBITDA margin
expansion per year from 2025 onwards, and leverage below 3.5x by the end of
2027
Per Widerström, CEO of evoke, commented:
"We are seeing clear evidence of the transformation and operational reset
we've undertaken, with the Group delivering continued revenue growth,
significantly improved profitability and meaningful deleveraging during the
first half of the year. The improved financial performance is a result of
substantial strategic progress, focusing resources on our core markets and
executing a short-term turnaround, while investing in building stronger
capabilities to support long-term sustainable and profitable growth.
Having delivered four consecutive quarters of growth, we are well positioned
to drive continued progress, supported by our leading market positions,
established brands, outstanding products, and a clear customer proposition.
The acceleration in Q2 performance, together with a strong pipeline of product
enhancements and operational efficiency initiatives, underpins our confidence
of improved growth in H2 and reiterated guidance of 5-9% revenue growth and an
Adjusted EBITDA margin of at least 20% in 2025, as we continue to execute
against our plans to create significant shareholder value."
Sell side analyst and investor presentation
A presentation for analysts and investors will be held remotely at 09:00
(BST), hosted by Per Widerström (Chief Executive Officer) and Sean Wilkins
(Chief Financial Officer).
To register to attend the audio webcast, click here:
https://brrmedia.news/EVOK_H125 (https://brrmedia.news/EVOK_H125)
A live webcast of the presentation including Q&A will be available via the
website: https://www.evokeplc.com/ (https://www.evokeplc.com/) or on
https://brrmedia.news/EVOK_H125 (https://brrmedia.news/EVOK_H125) . This will
be available for playback after the event.
( )
(1) Adjusted EBITDA is defined as earnings before interest, tax, depreciation
and amortisation, and excluding share based payment charges, foreign exchange
losses and exceptional items and other defined adjustments. Adjusted measures,
including Adjusted EBITDA, are alternative performance measures ("APMs").
These APMs should be considered in addition to, and are not intended to be a
substitute for, IFRS measurements. As they are not defined by International
Financial Reporting Standards, they may not be directly comparable with other
companies' APMs. The Directors believe these APMs provide additional useful
information for understanding performance of the Group. They are used to
enhance the comparability of information between reporting periods and are
used by management for performance analysis and planning. An explanation of
our adjusted results, including a reconciliation to the statutory results is
provided in the CFO report.
(2) Growth on a constant currency basis is calculated by translating both
current and prior year performance at the 2025 exchange rates
Enquiries and further information:
evoke Plc +44(0) 800 029 3050
Per Widerström, CEO
Sean Wilkins, CFO
Investor Relations ir@888holdings.com (mailto:ir@888holdings.com)
James Finney, Director of IR
Media evoke@hudsonsandler.com (mailto:evoke@hudsonsandler.com)
Hudson Sandler +44(0) 207 796 4133
Alex Brennan / Hattie Dreyfus / Andy Richards
About evoke Plc:
evoke plc (and together with its subsidiaries, "evoke" or the "Group") is one
of the world's leading betting and gaming companies. The Group owns and
operates internationally renowned brands including William Hill, 888, and Mr
Green. Incorporated in Gibraltar, and headquartered and listed in London, the
Group operates from offices around the world.
The Group's vision is to make life more interesting and its mission is to
delight players with world-class betting and gaming experiences.
Find out more at: https://www.evokeplc.com (https://www.evokeplc.com)
Important Notices
This announcement may contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of evoke. These statements, which contain the words "anticipate",
"believe", "intend", "estimate", "expect", "may", "will", "seek", "continue",
"aim", "target", "projected", "plan", "goal", "achieve", words of similar
meaning or other forward looking statements, reflect evoke's beliefs and
expectations and are based on numerous assumptions regarding evoke's present
and future business strategies and the environment evoke will operate in and
are subject to risks and uncertainties that may cause actual results to differ
materially. No representation is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.
Forward-looking statements involve inherent known and unknown risks,
uncertainties and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause the actual
results, performance or achievements of evoke to be materially different from
those expressed or implied by such forward looking statements. Many of these
risks and uncertainties relate to factors that are beyond evoke's ability to
control or estimate precisely, such as future market conditions, currency
fluctuations, the behaviour of other market participants, the actions of
regulators and other factors such as evoke's ability to continue to obtain
financing to meet its liquidity needs, changes in the political, social and
regulatory framework in which evoke operates or in economic or technological
trends or conditions. Past performance of evoke cannot be relied on as a guide
to future performance. As a result, you are cautioned not to place undue
reliance on such forward-looking statements. The list above is not exhaustive
and there are other factors that may cause evoke's actual results to differ
materially from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of their date and evoke, its
respective parent and subsidiary undertakings, the subsidiary undertakings of
such parent undertakings, and any of such person's respective directors,
officers, employees, agents, affiliates or advisers expressly disclaim any
obligation to supplement, amend, update or revise any of the forward-looking
statements made herein, except where it would be required to do so under
applicable law. No statement in this announcement is intended as a profit
forecast or a profit estimate and no statement in this announcement should be
interpreted to mean that the financial performance of evoke for the current or
future financial years would necessarily match or exceed the historical
published for evoke.
CHIEF EXECUTIVE OFFICER'S REVIEW
Overview
H1 2025 was a period of highly profitable growth and further deleveraging, as
we continued to execute our clear Value Creation Plan ("VCP") and strategic
priorities.
Following the return to growth in the second half of 2024, we were pleased to
continue this momentum through Q1 and Q2 2025, delivering our fourth
consecutive quarter of year over year revenue growth at the end of the period.
This momentum was driven by very strong performances across the Group's
international core markets supported by an encouraging return to growth in UK
Retail in Q2.
While focusing on sustainable top-line growth, we have also significantly
improved the Group's profitability. This has been achieved through direct
actions such as the transformative changes we are making to our operating
model delivering cost reductions, alongside improved operating leverage from
revenue growth and more effective and efficient use of bonusing, and our
evolved approach to marketing - all contributing to improved margins. As a
result, H1 Adjusted EBITDA was up by a strong 44% against the prior year to
£166m, demonstrating a real step change in evoke's profitability and
supporting our strong deleveraging trajectory.
Alongside our improved trading performance in H1, we continued to transform
and strengthen the Group's mid-and long-term capabilities. We are sharpening
our competitive advantages and aligning our leading brands and products more
clearly to a compelling customer value proposition. Our disciplined strategy -
with a clear focus on our five core markets as well as on continuously driving
operational excellence - is working and delivering positive results. That
said, as a team we know there is much more we need to deliver as we enter H2,
and we remain laser-focused on execution as we strive to realise our exciting
potential and create significant value.
Delivering our Value Creation Plan
Our VCP is designed to deliver high returns on equity from sustainable
profitable growth, built around three core principles that define 'what' we
will do:
1. Drive profitable and sustainable revenue growth
2. Improve profitability and efficiency through operating leverage
3. Deleverage through disciplined capital allocation
The strategy to deliver this, the 'how', is centred on strengthening the
Group's core capabilities and competitive advantages to create a scalable
platform for profitable growth while being laser focused on our customer value
proposition. This comprises three key components:
1. Operational excellence driven by data insights and intelligent automation
2. A winning culture, unleashing colleagues' full potential
3. Leading distinct brands and products tuned to our customers
This is supported by six key strategic initiatives (SIs) to serve as the
roadmap for executing against our strategy. The executive leadership team is
directly accountable for driving progress against each of these SIs, ensuring
that they result in a step-change in evoke's capabilities to create a more
sustainable, profitable and cash generative business in the future.
In terms of 'where' we will create value, we remain laser focused on our five
core markets - the UK, Italy, Spain, Romania, and Denmark - which together
accounted for almost 90% of our H1 2025 revenue. These markets each offer
attractive long-term growth potential, high barriers to entry, and established
regulatory frameworks. We will continue to use our local expertise and diverse
brand portfolio to grow market share in these markets, targeting podium
positions and driving sustainable, profitable growth.
Executing our plan
We are delivering both a short-term turnaround in trading, while
simultaneously investing in building capabilities to drive long-term growth.
This balance between these priorities requires laser focus on execution, and
we made strong progress across all areas in H1 2025 as we deliver against our
value creation plan:
1. Drive profitable and sustainable revenue growth
H1 revenue increased 3% on a reported basis and 4% in constant currency. While
Q1 growth was slightly behind our initial expectations, we were pleased to see
momentum build in Q2, with year-on-year growth of 5% supported by strong
performances in our international core markets and a return to growth in
retail.
UK&I Online
In UK&I Online Revenue was -1% in the first half, and while this was
behind our original plans, our focus remains firmly on profitable growth
rather than growth at any cost. I am encouraged by the progress we have made
in transforming the business and delivering a step change in profitability,
with UK&I Online EBITDA up 37% to £60m. This reflects improved marketing
efficiency, a sharper focus on customer value over volume, and the impact of
structural cost reductions. Our Customer Lifecycle Management (CLCM) SI has
delivered some exciting initial benefits from personalised marketing and
improved data-driven segmentation. This is an area we will continue to focus
on, with further improvements to come in the second half as we further improve
our real time data capabilities.
Within the division we continue to see differing trends by brand, with William
Hill showing good momentum, particularly in gaming. We launched the new
William Hill Customer Value Proposition ('CVP') in the first half and this -
alongside progress made with our product and technology foundations SI - has
delivered a step-change in our product. We delivered significant upgrades
across sports and gaming, with major UX improvements including new pages for
football and horse racing, pre-built popular accumulators, a refreshed Vegas
app, and ahead of the new football season we have recently launched exciting
new features such as Jackpot Drop and our free-to-play game Final One
Standing.
888's UK&I revenue was down as we evolved our marketing approach and
stepped back from unprofitable marketing activity. However, we are seeing
encouraging contribution growth and have a refreshed marketing team now
focused on improved returns. The brand is on its own transformation path, with
a new separate management team to increase dedicated focus, and its own
refreshed customer value proposition due later this year.
International
The first half was a strong period for our International division, with
revenue in our core markets up 22% on a constant currency basis. Growth was
broad-based across all territories, and importantly, it was profitable, as
contribution grew strongly and, combined with structural cost efficiencies,
helped more than double EBITDA for the division.
In Italy, 888casino continues to outperform both local and omni-channel
competitors, supported by new supplier integrations and the roll-out of our
proprietary Section8 content. While sports revenue was impacted by the William
Hill migration to the Exalogic platform, we are actively addressing the
temporary disruption and remain confident in our long-term positioning. In
Spain, growth remains solid, led by gaming, although we saw some modest share
loss due to a weaker sports proposition. Romania delivered exceptional growth,
both organically and through the acquisition of Winner, with the 888 brand
being managed by the local Winner team and migrated to the Winner platform. In
Denmark, Mr Green is performing well post-migration to our in-house platform
during Q1, with Q2 revenue up 26%, aided by newly launched features such as
the localised Danish version of our free-to-play daily prize wheel.
Retail
The first half marked a significant milestone for our Retail business as we
completed the rollout of 5,000 new gaming machines across the estate, which
helped return Retail to growth in the second quarter, with overall revenue for
the first half down 2%. I am pleased to report the new gaming machines are
performing in line with expectations, with gross win per machine per week now
approximately 15% higher than our previous cabinets, an encouraging trend that
should support continued growth into the second half.
While we have made strong progress in gaming, we acknowledge that our sports
performance has lagged slightly. This is primarily due to historical
underinvestment in our self-service betting terminals (SSBTs), where the user
experience has not kept pace with market standards. In H2, we are investing to
address this through terminal upgrades, improved UX, and increased SSBT
density in key locations. Combined with enhancements in pricing, promotions,
and in-store experience, we believe this will strengthen our competitive
position.
Retail EBITDA was down 22% in H1 driven by a combination of product mix
effects - particularly higher machine-related duty - as well as broader
inflationary pressures such as National Insurance and National Living Wage
increases effective since April 2025. Reflecting the cost inflation pressures,
we closed a small number of loss-making shops in March. With a more efficient
base and improved top-line momentum, we remain confident in Retail's ability
to drive sustainable growth.
2. Improve profitability and efficiency through operating leverage
I am delighted to say top-line growth is being delivered profitably, with a
significant improvement in contribution year-over-year driven by more
effective marketing including use of bonuses, as well as structural cost
benefits from bringing more of the business onto the in-house platform, as
well as the cost optimisation programmes we've undertaken. Overall Adjusted
EBITDA for H1 was +44% year-over-year to £166m, reflecting decisive and bold
changes we have made to the business over the past 12 to 18 months as well as
strong operating leverage.
Our SIs have been strengthening our overall capabilities at efficient cost,
with the Operations 2.0 SI accelerating investments in automation and
artificial intelligence across all group functions. During the first half we
automated further elements of our customer journeys including player safety,
fraud detection, withdrawals, and account reviews, improving the level of
customer service we provide and seeking to reduce friction and manual
intervention wherever we can. We also continue to further embed AI across the
business and see this as a key enabler for ongoing cost optimisation and to
drive further margin expansion as we become more efficient.
We continue to integrate our product and platform capabilities to increase
scale benefits and drive further margin expansion, with all Mr Green markets
successfully migrated on to the 888 platform by Q1 2025, driving cost savings
and improved product capabilities.
We are continuing to assess our cost base, and at our FY24 results in March
2025 we identified a further £15-25m in cost efficiencies to be delivered
during 2025. As part of our Operations 2.0 and Winning Organisation SIs, we
are continuously actively exploring additional opportunities to streamline
operations and improve efficiency, including accelerating the use of
automation and AI across all Group functions.
3. Deleverage through disciplined capital allocation
H1 Adjusted EBITDA of £166m brings last twelve months Adjusted EBITDA to
£363m, which alongside disciplined capital allocation has delivered a
material reduction in leverage of 1.7x over the past 12 months to 5.0x at June
2025. While net debt was broadly stable, we are balancing reinvestment to
drive growth, but as that growth comes through we remain confident in our
ability to drive strong future cash generation and hit our FY27 target of less
than 3.5x leverage.
We continued to expand our brand licensing revenue stream in the first half,
with Mr Green returning to the UK market operated by Playtech, and in July we
announced 888's return to the Netherlands through a partnership with ComeOn
Group. These partnerships align with our wider M&A strategy to focus on
low-capital, high-impact routes to value creation and we are excited to
explore further opportunities to leverage our brand profile without the
significant capital commitment of launching in a new market organically.
We continued to invest behind the 888AFRICA joint venture in the year, which
continues to perform well as it looks to build leading positions in selected
regulated African markets. We are excited by the potential of this joint
venture and we look forward to expanding on its success in the future.
Summary and Outlook
The Group's profitable growth in H1 further demonstrates that the
transformation and reset we have undertaken over the past 12 to 18 months is
working. The business is continuing its growth trajectory while significantly
improving profitability. Alongside improving short-term trading trends, we
have been investing in our strategy, focusing resources on our targeted core
markets and strengthening long-term competitive advantages.
We remain fully focused on executing our plans and building on our fundamental
strengths, including very strong brands and leading positions in large,
attractive, and well-regulated markets. We have accelerated momentum and a
strong pipeline of new product enhancements and operational excellence
initiatives as we enter the second half of the year. Together, these underpin
our confidence in our full-year guidance of 5-9% revenue growth and an EBITDA
margin of at least 20% in 2025, supporting continued deleveraging.
BUSINESS & FINANCIAL REVIEW
INTRODUCTION
I am pleased to report a strong set of results for the first half of the year,
delivering against the strategic and financial priorities we set out. This
performance reflects our clear focus on driving profitable growth, improving
operational efficiency, and reducing leverage, laying the groundwork for
sustainable long-term value creation.
Over the past 12 months, we have taken decisive steps to transform the
business and I am pleased with the turnaround in short-term trading
performance that is driving continued growth, and the early benefits of some
of the improved mid and long-term capabilities we are investing in, but there
is more to do to unlock the full potential of the business.
In H1, we delivered our fourth consecutive quarter of revenue growth, with the
positive momentum into Q2 (5% growth) giving us confidence for the second
half. More importantly, we achieved a step change in profitability with
Adjusted EBITDA growing by 44% year-on-year to £166m, reflecting both
favourable comparatives from a poor performance in the prior year, but also
the impact of structural improvements across the business.
These improvements include better bonus optimisation, more efficient marketing
spend, and an increasing shift of operations to our proprietary platform and
in-house trading capabilities. These changes are not just tactical cost
savings, they are foundational efficiencies that are improving our margin
profile and gross profitability, meaning we can drive further operating
leverage from our revenue growth.
Encouragingly, our marketing approach is more disciplined and effective than
ever. We spent £12m less on marketing in the half yet grew revenue by 3%. We
expect a more normal seasonal profile this year, with a slight step down in
H2, but with better control over returns. Our cost base overall is £4m lower
than last year, despite inflationary pressures, and we continue to pursue
further structural savings.
We also made significant progress on deleveraging, with leverage down to 5.0x
from 6.7x just a year ago and 5.7x at the end of 2024. This is a clear
demonstration of the discipline embedded across the business as we execute our
strategy and balance the investment in growth and capability build up versus
driving a short-term turnaround in performance.
Looking ahead, the second half will present some additional cost
headwinds-particularly from National Insurance, National Living Wage
increases, and tax changes in Romania. However, we are proactively managing
these through a combination of targeted efficiencies and continued top-line
growth. We have already identified £5-10m of incremental cost savings to land
in H2, and our enhanced remuneration approach is directly linked to business
performance - ensuring a degree of self-correction if growth falls short of
expectations.
Finally, while there are still areas for improvement, most notably on the
sports side across divisions, we are making progress. The operating leverage
opportunity from revenue growth in the second half is significant, and our Q2
improvement over Q1 is an early signal of what we can deliver. We are
confident in the outlook for the rest of this year and our medium-term targets
remain unchanged. Our strategy is working, and with our highly disciplined
approach to capital allocation we will continue to focus on deleveraging to
enhance the return on equity, driving strong shareholder returns in the coming
years.
SUMMARY
H1 2025 Revenue of £887.8m was up 3.0% (H1 2024: £862.0m) year-over-year,
primarily driven by International being up 13.0%, with Retail and UK&I
Online down (2.4)% and (0.7)%, respectively.
Retail: Revenue declined 2.4% year-on-year but returned to growth in Q2
following the full rollout of 5,000 new gaming machines. These have driven a
stronger gaming performance with Q2 +7% for gaming. Sports was negatively
impacted by the strength of EURO 2024 in prior year sports revenues as well as
market-wide factors and legacy product limitations.
UK&I Online: performance was in line with 2024 but behind our expectation,
primarily as a result of sports declines driven by reduced staking volumes,
predominantly in football with EURO 2024 included in prior year comparatives
and the implementation of additional safer gambling measures. William Hill
Vegas performed strongly and 888 declined at a revenue level but showed
double-digit growth in contribution as a result of the evolving marketing
approach and removal of unprofitable marketing.
Within International, Core Markets (Italy, Spain, Denmark, Romania) combined
were up 20.5%, offset slightly by reduced revenue in Optimise Markets as the
focus switches to profitability and cash generation, as well as the exit from
the US B2C market.
Further segmental details and trends are discussed within the segmental
section later in this statement.
Adjusted EBITDA for H1 2025 was £165.9m, up 43.6% year-over-year, driven by
the increased revenues together with higher gross margin. The gross margin
improvements were primarily driven by the closure of US B2C, platform
migrations to in-house products, and bonus cost optimisation. Marketing was
lower year-over-year primarily due to prior year front-loading of marketing,
with a more balanced approach this year. Other operating expenses were down
£4m with cost savings more than offsetting underlying inflation (including
National Insurance and National Living Wage increases in the UK) and
investment in strengthening our AI and Automation teams to support our
long-term capabilities.
The Reported EBITDA uplift was driven by the factors outlined above together
with a decrease in exceptional items and adjustments of £47.1m, with 2024
costs principally related to the exit of US B2C and integration and
transformation.
The reported Loss after tax of £(64.7)m reflects the reported EBITDA as
described above, together with the impact of non-cash accounting charges for
purchase price amortisation as well as the finance costs related to the
largely debt-funded acquisition of William Hill.
Reconciliation of Statutory EBITDA to Adjusted EBITDA, Adjusted profit
before tax and Adjusted profit after tax
** Statutory Operating expenses of £310.2m includes Operating expenses of
£297.5m (being the Operating expenses of £399.7m less Depreciation and
amortisation of £102.2m) and Exceptional items - operating expenses of
£12.7m per the Consolidated Income Statement.
Adjusted results Exceptional items and adjustments **** Statutory results
H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
£'m £'m £'m £'m £'m £'m
Revenue 887.8 862.0 - - 887.8 862.0
Cost of sales (295.0) (298.2) - (3.6) (295.0) (301.8)
Gross profit 592.8 563.8 - (3.6) 592.8 560.2
Marketing expenses (142.1) (154.2) - - (142.1) (154.2)
Operating expenses** (285.6) (294.1) (24.6) (68.1) (310.2) (362.2)
Share of post-tax profit of equity accounted associate 0.8 - - - 0.8 -
EBITDA* 165.9 115.5 (24.6) (71.7) 141.3 43.8
Depreciation and amortisation*** (62.4) (56.8) (39.8) (54.2) (102.2) (111.0)
Profit before interest and tax 103.5 58.7 (64.4) (125.9) 39.1 (67.2)
Finance income and expenses (90.9) (68.5) (25.9) (11.3) (116.8) (79.8)
(Loss)/Profit before tax 12.6 (9.8) (90.3) (137.2) (77.7) (147.0)
Taxation (7.2) (20.1) 20.2 23.9 13.0 3.8
(Loss)/Profit after tax 5.4 (29.9) (70.1) (113.3) (64.7) (143.2)
Attributable to: 5.4
Equity holders of the parent
- (29.9) (69.9) (113.3) (64.5) (143.2)
Non-controlling interests
- (0.2) - (0.2) -
Basic earnings per share 1.2 (6.7) (14.3) (31.9)
* EBITDA is defined as earnings before interest, tax, depreciation and
amortisation.
** Statutory Operating expenses of £310.2m includes Operating expenses of
£297.5m (being the Operating expenses of £399.7m less Depreciation and
amortisation of £102.2m) and Exceptional items - operating expenses of
£12.7m per the Consolidated Income Statement
*** Depreciation and amortisation of £102.2m (H1 2024: £111.0m) has been
separated from Operating expenses of £399.7m per the Consolidated Income
Statement.
**** Foreign exchange within adjustments of £11.9m loss within Operating
expenses and £17.3m loss within Finance income and expenses.
Adjusted EBITDA is defined as EBITDA excluding share-based payment charges,
foreign exchange losses and exceptional items and other defined adjustments.
Foreign exchange losses and share benefit charges were excluded to allow for
further understanding of the underlying financial performance of the Group.
Further detail on exceptional items and adjusted measures is provided in note
3 to condensed financial statements.
In the reporting of financial information, the Directors use various APMs.
These APMs should be considered in addition to, and are not intended to be a
substitute for, IFRS measurements. As they are not defined by International
Financial Reporting Standards, they may not be directly comparable with other
companies' APMs. The Directors believe these APMs provide additional useful
information for understanding performance of the Group. They are used to
enhance the comparability of information between reporting periods and are
used by management for performance analysis and planning. An explanation of
our adjusted results to the statutory results is provided in note 3 to the
condensed financial statements.
CONSOLIDATED INCOME STATEMENT
Revenue
Revenue for the Group was £887.8m for H1 2025, an increase of 3.0% compared
to H1 2024, primarily due to factors discussed above.
Revenue from sports betting was £293.0m, representing a 8.7% decline
year-over-year. Stakes were down 11.7%, with an increase in betting net win
margin from 12.3% to 12.7%. The reduction in staking volumes reflects stronger
comparatives with Euro 2024 in the prior year, together with the introduction
of additional safer gambling measures in UK online, and the impact from
migrating both Italy and Denmark to new platforms in Q1, which resulted in a
short-term impact from some feature gaps. Gaming revenue of £594.8m was up
10.0% year-over-year, driven by a strong performance in International core
markets, and with retail gaming returning to growth.
Cost of sales
Cost of sales mainly comprise of gaming taxes and levies, royalties payable to
third parties, chargebacks, payment service provider ("PSP") commissions and
costs related to operational risk management and customer due diligence
services. Cost of sales decreased to £295.0m from £301.8m. The decrease in
cost of sales as a percentage of revenue primarily reflects the exit of US B2C
and associated market access fees, platform migration of Mr Green to the 888
platform reducing third-party revenue share, and bonus optimisation across
online divisions which results in a lower effective tax rate.
Gross profit
Gross profit increased to £592.8m from £560.2m, alongside an increase in the
gross margin from 65.0% to 66.8% driven by more efficient cost of sales as
described above.
Marketing expenses
Marketing is a significant investment for our Group to drive growth through
investing in our leading brands, as well as customer acquisition and retention
activities. Significant marketing optimisation and shift in strategy for the
Cheltenham Festival saw marketing spend decrease by 7.8% from £154.2m in H1
2024 to £142.1m. This represents a marketing to revenue ratio (marketing
ratio) of 16.0% (H1 2024: 17.9%).
Operating expenses
Operating expenses mainly comprise of employment costs, property costs,
technology services and maintenance, and legal and professional fees.
Operating expenses decreased to £310.2m from £362.2m in H1 2024 due to a
reduction in exceptional items, with the closure of US B2C and higher
integration and transformation costs in the prior year.
EBITDA & Adjusted EBITDA
Reported EBITDA increased by 222.6% from £43.8m to £141.3m and includes
£12.7m of exceptional costs primarily related to integration and
transformation costs. On an adjusted basis, the increase was 43.5% from
£115.5m to £165.9m, with an Adjusted EBITDA margin of 18.7% compared to
13.4% in H1 2024 primarily driven by increased gross profit margin and reduced
marketing spend, together with year-over-year revenue growth.
Finance Income and Expenses
Net finance expenses of £116.8m (H1 2024: £79.8m) related predominantly to
the interest on borrowings, which is net of foreign exchange. The finance
expense resulting from leases was £3.6m (H1 2024: £3.3m), increasing due to
the addition of a significant number of new retail gaming machines. The
finance expense from hedging activities was £8.8m (H1 2024: £4.1m)
predominantly due to foreign exchange movements.
(Loss) / profit before tax
The net loss before tax for H1 2025 was £77.7m (H1 2024: net loss before tax
of £147.0m). On an adjusted basis, the net profit before tax was £12.6m (H1
2024: net loss before tax of £9.8m), reflecting the increased Adjusted EBITDA
as described above.
Taxation
The group recognised a tax credit of £13.0m on a loss before tax of £77.7m,
giving an effective tax rate of 16.7%. This rate is lower than the expected UK
statutory rate of 25% due to the lower effective tax rates applied in
Gibraltar, Spain and Malta and the reduced availability of tax relief on costs
incurred in the period, principally in respect of interest costs in the UK for
which no deferred tax asset can be recognised.
On an adjusted basis the effective tax rate for the half year is 57.1%. This
is mainly driven by a tax credit relating to deferred tax on movements in
goodwill and other balances originally recognised as part of the William Hill
acquisition in 2022, which do not form part of profit on ordinary
activities.
Net (loss)/profit and adjusted net profit
The net loss for H1 2025 was £64.7m (H1 2024: net loss of £143.2m). On an
adjusted basis, the net profit for H1 2025 increased to £5.4m from a loss
after tax of £29.9m in H1 2024, reflecting the items discussed above.
Earnings per share
Basic loss per share decreased to (14.3p (H1 2024: loss per share of (31.9)p)
due to increased profit across H1 2025.
On an adjusted basis, basic earnings per share was 1.2p (H1 2024: 6.7p loss).
Further information on the reconciliation of earnings per share is given in
note 4.
Dividends
The Board of Directors is not recommending a dividend to be paid in respect of
the half year ended 30 June 2025 (H1 2024: nil per share). The Board's
decision is to suspend payments of dividends until leverage is at or below 3x,
as previously announced following the acquisition of William Hill.
Income statement by Segment
The below tables show the Group's performance by segment:
Revenue Adju
sted
EBIT
DA
H1 2025 H1 2024 Change from % of reported Revenue H1 2025 H1 2024 Change from % of Adjusted EBITDA
(HY 2025) (H1 2025)
£'m £'m previous year £'m £'m previous year
Retail 252.2 258.4 (2.4)% 28.4% 29.6 38.0 (22.1)% 17.8%
UK&I Online 336.2 338.6 (0.7)% 37.9% 60.0 43.7 37.3% 36.2%
Total UK & I 588.4 597.0 (1.4)% 66.3% 89.6 81.7 9.7% 54.0%
International 299.4 265.0 13.0% 33.7% 85.5 40.6 110.6% 51.5%
Corporate - - - - (9.2) (6.8) 35.3% (5.5%)
Total 887.8 862.0 3.0% 100.0% 165.9 115.5 43.6% 100.0%
UK & Ireland (UK&I)
UK&I Online
Revenue decreased by 0.7% to £336.2m with a decrease in sports revenues,
partly reflecting the EURO 2024 tournament in the prior year. Within the
division there are differing trends by brand with William Hill in growth and
888 declining due to a more disciplined marketing approach, which led to a
significant increase in contribution despite lower revenues. The Group has
seen growth in gaming revenue of 4.4% driven by double digit growth in William
Hill positively influenced by product improvements and more effective
bonusing.
Adjusted EBITDA increased by £16.3m to £60.0m, primarily driven by improved
gross margin, better marketing returns, and a reduction in other operating
costs following the cost optimisation programmes. This focus on profitable
growth is aligned to the Group's strategy.
Retail
Retail revenue decreased by 2.4% to £252.2m and Adjusted EBITDA 22.1% to
£29.6m driven by challenging conditions on the high street as well as
decreased football staking with strong prior year comparatives including EURO
2024. A successful rollout of 5,000 gaming machines completed in March 2025
has helped to deliver gaming growth of 7% in Q2, growing market share. The
retail business has a high proportion of fixed costs, meaning the overall
revenue reduction creates negative operating leverage and drops to Adjusted
EBITDA at a high rate.
There were 1,302 shops open at the end of H1 2025 compared to 1,331 at the end
of H1 2024 representing a 2.2% reduction. This small reduction to the estate
largely reflects the impact of inflationary cost increases making certain
shops no longer commercially viable, and we continue to closely monitor
ongoing shop profitability.
International
International revenue increased by 13.0% to £299.4m and Adjusted EBITDA
increased by £44.9m compared to H1 2024, seeing double-digit growth in the
core markets of Italy & Denmark, with Romania providing triple digit
growth following the acquisition of Winner in H2 2024 (+28% excluding Winner).
Together with Spain (6% growth YoY), the Group's four core markets now
represent approximately 71% of the division. This growth was offset slightly
by reduced revenues from optimise markets on a reported basis (+1% in constant
currency) as the focus switches to profitability and cash generation,
including exiting the US B2C business.
Adjusted EBITDA margin improved by 13.2 percentage points to 28.6% primarily
due to bonus optimisation and marketing strategies driving contribution margin
growth.
Corporate costs
Corporate costs were £9.2m in H1 2025 compared to £6.8m in H1 2024. The
increase is due to most of the cost reductions landing in the divisions,
meaning inflation and investment in capabilities to support the Group's
strategic initiatives added to corporate costs.
EXCEPTIONAL ITEMS AND ADJUSTMENTS
Operating Exceptional items H1 2025 H1 2024
£'m £'m
Integration and transformation costs 12.4 29.8
Corporate transaction related costs 0.3 41.0
Total exceptional items before interest and tax 12.7 70.8
Interest expense on US exit provision 0.6 -
Total exceptional items before tax 13.3 70.8
Tax on exceptional items (1.9) (4.2)
Total exceptional items 11.4 66.6
Adjustments:
Amortisation of finance fees 8.0 8.1
Amortisation of acquired intangibles 39.8 54.2
Foreign exchange loss 29.2 4.2
Share based payments credit - (0.1)
Total Adjustments before tax 77.0 66.4
Tax on adjustments (18.3) (19.7)
Total Adjustments 58.7 46.7
Total exceptional items and adjustments 70.1 113.3
Operating exceptional items in the year totalled £12.7m in H1 2025 compared
to £70.8m in H1 2024.
Exceptional items are defined as those items which are considered one-off or
material in size or nature to be brought to attention to better understand the
Group's financial performance. Refer to Note 3 to the condensed financial
statements for further detail.
The Group incurred a total of £12.4m of costs relating to the integration and
transformation programme. This includes £8.9m of technology and platform
integration costs, £1.6m of redundancy costs, £1.5m for optimisation and
restructuring and £0.4m of relocation and HR related expenses. The initial
transformation and integration programme is largely complete save for future
platform integration costs. The Group expects that additional costs may be
incurred in relation to further transformation plans tied to continued cost
saving programmes as it builds out its AI and automation capabilities.
In H1 2024, there were a total of £29.8m of costs relating to the integration
programme, including £10.6m of platform integration costs, £1.0m of legal
and professional costs, £9.7m of redundancy costs, £3.6m of relocation and
HR related expenses, £3.7m of employee incentives as part of the integration
of William Hill and 888, £0.8m for corporate rebranding costs and £0.4m of
technology integration costs.
The Group incurred £0.3m of corporate transaction costs during H1 2025.
Following the conclusion of its partnership with Authentic Brands Group in the
prior year, these costs incurred in H1 2025 relate to legal fees associated
with the closure of the US B2C business.
In H1 2024, the Group incurred £41.0m of corporate transaction costs. As
noted above, the Group decided to conclude its partnership with Authentic
Brands Group in H1 24 and incurred £39.8m of fees in relation to the closure
of the US B2C business. These costs included termination fees of £38.6m,
£4.4m of employment costs, £1.0m of costs for onerous contracts and £0.5m
of other M&A fees. The termination fees included total amounts payable of
$50.0m, $25.5m of which was paid in H1 24, and the remaining $24.5m which will
be paid between 2027 and 2029 and was discounted to its present value at H1
2024. These costs were offset by £4.7m of profit on sale of player databases.
The remaining £1.2m related to smaller M&A activity.
Adjustments reflect items that are recurring, but which are excluded from
internal measures of underlying performance to provide clear visibility of the
underlying performance across the Group, principally due to their non-cash
accounting nature. They are items that are therefore excluded from Adjusted
EBITDA, Adjusted PAT and Adjusted EPS.
The amortisation of the specific intangible assets recognised on acquisitions
has been presented as an adjusted item, totaling £39.8m (H1 2024: £54.2m)
relating to the William Hill acquisition. This amortisation is a recurring
item that will be recognised over its useful life.
The other items that have been presented as adjusted items are foreign
exchange losses of £29.2m (foreign exchange loss of £4.2m in H1 2024),
amortisation of finance fees of £8.0m (£8.1m in H1 2024), and share based
payments credits of £nil (£(0.1)m in H1 2024).
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Non-current assets decreased by £39.6m to £2,198.4m compared to £2,238.0m
at FY 2024, predominantly due to amortisation on the intangible assets and
foreign exchange losses on USD balances.
Current assets are £398.5m, a decrease of £34.0m compared to £432.5m at FY
2024. Within this, income tax receivable decreased to £6.0m from £33.6m at
FY 2024, cash and cash equivalents decreased by £22.5m to £242.9m from
£265.4m, which includes £121.9m of customer deposits compared to £118.3m at
FY 2024.
Current liabilities increased by £50.1m from £669.0m at FY 2024 to £719.1m
at H1 2025. Trade and other payables have increased by £4.4m to £395.5m due
to an increase in marketing spend and an increase in the accrual for gaming
taxes. Provisions decreased by £2.1m from £72.0.m at FY 2024 to £69.9m at
H1 2025 primarily due to the payment of a historic Swedish fine. Furthermore,
there are provisions of £63.4m for gaming tax in Austria. Borrowings within
current liabilities have increased to £14.1m predominantly driven by the
10.5m Senior unsecured Notes being due in 2026.
Non-current liabilities were £2,047.1m, a decrease of £50.2m from the
balance of £2,097.3m at FY 2024. Deferred tax liability decreased by £17.0m
to £133.1m, mainly driven by the unwind of deferred tax on the acquisition
accounting. Additionally, provisions for customer claims of £117.5m are
currently recognised as non-current liabilities.
Net liabilities of £169.3m was an increase of £73.5m compared to £95.8m at
FY 2024.
CASH FLOWS
H1 2025 H1 2024
£'m £'m
Cash generated from operating activities before working capital 157.6 56.7
Working capital movements (18.3) 18.0
Net cash generated from operating activities 139.3 74.7
Disposals 3.6 4.7
Capital expenditure (49.2) (32.9)
Net movement in borrowings incl loan transaction fees (18.7) (2.5)
Loan received (14.0) 25.0
Net interest paid (103.6) (77.3)
Other movements in cash incl FX 20.1 (4.3)
Net cash outflow (22.5) (12.6)
Cash balance 242.9 243.6
Gross Debt (1,834.8) (1,753.2)
Net Debt (1,818.2) (1,727.1)
Overall, the Group had a cash outflow of £22.5m in the period, compared to an
outflow of £12.6m in H1 2024. This resulted in a cash balance of £242.9m as
at 30 June 2025 (£243.6m at 30 June 2024), although this included customer
deposits and other restricted cash of £121.9m such that unrestricted cash
available to the Group was £121.0m (H1 2024: £116.4m).
Cash flow from operations was a £139.3m inflow compared to an inflow of
£74.7m in H1 2024, with the H1 2025 inflow predominantly due to the cash
generated from operating activities as a result of the stronger financial
performance.
Capital expenditure was £49.2m in H1 2025 (£32.9m in H1 2024) with continued
investment in product development and revenue generative activities.
Included within net movement in borrowings is £16.5m of payments of lease
liabilities.
As at 30 June 2025, £71m was drawn on the RCF, with £129m undrawn facility
available.
Net interest paid of £103.6m (£77.3m in H1 2024) predominantly related to
the borrowings undertaken.
Other movements included £1.6m further investment in 888AFRICA, as well as
foreign exchange differences on retranslation of £21.7m.
NET DEBT
H1 2025 FY 2024
£'m £'m
Borrowings (1,719.8) (1,737.7)
Loan transaction fees (51.4) (61.6)
Derivatives (63.6) (40.5)
Gross Borrowings (1,834.8) (1,839.8)
Lease liability (104.4) (95.0)
Cash (excluding customer balances) 121.0 147.1
Net Debt (1,818.2) (1,787.7)
LTM pro forma Adjusted EBITDA 362.8 312.5
Leverage 5.0x 5.7x
The gross borrowings balance as at 30 June 2025 was £1,834.8m (£1,839.8m in
FY 2024). The earliest maturity of this debt is in 2026, which is £10.5m,
with most of the debt maturing across 2027 to 2030 following the refinancing
to extend out the maturity of £400m by two years to 2030. In addition to
this, the Group has access to a £200m Revolving Credit Facility, with £150m
available until 2028 and £50m available through to December 2025. Total
drawings on the RCF were £71m at 30 June 2025 (£85m at 31 December 2024).
The debt is across GBP sterling, Euro and US Dollar; with 26% (H1 2024: 26%)
of the debt in Euro; 73% (H1 2024: 67%) in GBP and 1% in USD (H1 2024: 7%).
The Group has undertaken hedging activities such that 94% (H1 2024: 91%) of
the interest is at fixed rates and 6% (H1 2024: 9%) at floating rates.
Loan transaction fees have reduced from £61.6m to £51.4m reflecting the
amortisation of finance fees.
The net debt balance at 30 June 2025 was £1,818.2m with a net debt to EBITDA
ratio of 5.0x. This compares to £1,787.7m and 5.7x respectively as at 31
December 2024 with higher LTM EBITDA reducing leverage.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties that are considered to have a
potentially material impact on the Group's future performance, sustainability
and strategic objectives are set out below. The principal risks and
uncertainties are consistent with those defined in the 2024 Annual Report,
available at https://evokeplc.com.
This list is not exhaustive but encompasses management's assessment of those
risks which require considered response at this time.
Strategic Execution Risks
The Group's Value Creation Plan (VCP) is fundamental to driving shareholder
value and maintaining market confidence. Successful execution of strategic
initiatives and clear alignment of business decisions with the VCP are
critical to achieving our strategic objectives and ensuring long-term
sustainability.
The current business environment demands a delicate balance between addressing
immediate operational challenges and implementing long-term strategic
transformation. This complex landscape is further complicated by evolving
regulatory requirements and the need to maintain operational excellence while
undertaking significant organisational change.
Poor execution of the VCP could result in multiple adverse impacts, including
share price underperformance, loss of stakeholder confidence, and employee
disengagement. Resource constraints, coupled with competing priorities between
regulatory compliance projects and strategic initiatives, pose significant
challenges to successful implementation.
ESG Risks
The Group faces significant Environmental, Social, and Governance (ESG) risks,
which include challenges such as player safety and climate change.
Climate-related risks, in particular, present unique challenges due to their
non-linear nature, and the complexity of forecasting. A critical aspect of
this risk lies in the Group's supply chain, as 95% of its emissions are Scope
3 emissions. We continue to engage with our supply chain to better understand
their climate strategies, targets and transition plans in order to ensure
alignment with our own goals which we review annually based on supply chain
alignment and other external factors
We aim to ensure we are a sustainable business with improving ESG ratings to
enhance our ability to raise capital, secure investment, and enhance our
valuation multiple. Lower ratings from key agencies could increase the cost of
capital and limit the Group's valuation, while also damaging its reputation in
the market.
Market Risks
The Group is exposed to market risks, including fluctuations in foreign
exchange (FX) rates and interest rates, which can impact profitability, cash
flow, and financial stability. A substantial portion of the Group's deposits
and revenues are generated in GBP, EUR, and other currencies, while operating
expenses are primarily incurred in GBP, EUR, ILS, and RON, with additional
exposure to SEK and PLN. This mismatch between revenue and expense currencies,
combined with debt servicing costs denominated in USD and EUR, creates
vulnerabilities to adverse FX rate movements.
The Group is also exposed to interest rate risks and has implemented hedging
strategies that have secured the majority of its interest costs at fixed rates
for the next two years. While this provides some stability, movements in
market interest rates could still result in higher borrowing costs.
Conversely, the Group also faces the risk of missing opportunities to lock in
lower interest rates if too much of its debt remains fixed. These fluctuations
in interest rates could divert financial resources away from critical areas
such as growth initiatives, marketing, and the development of new products and
projects, ultimately impacting the Group's ability to execute its strategic
objectives.
These market risks, driven by FX and interest rate volatility, underscore the
challenges of managing a global financial profile and maintaining financial
resilience in a dynamic economic environment.
Liquidity & Debt/Leverage Risks
Liquidity risk arises from the possibility that the Group may have
insufficient funds to settle its liabilities as they fall due. While the Group
generates strong operating cash flows and maintains sufficient cash balances
to meet anticipated working capital requirements, there is a risk that
external shocks, underperformance, or the maturity of bank facilities could
result in insufficient liquidity to service debts, pay suppliers or cover
significant obligations, such as UK gaming tax payments. Such scenarios could
lead to default on debt payments, acceleration of group debt repayments, and
additional penalties or costs, further straining the Group's financial
position.
Debt and leverage risks also pose significant challenges. The Group's leverage
could fail to meet its stated strategic leverage targets due to earnings
underperformance or FX rate shocks. This could result in a default on bank
covenants, triggering the acceleration of debt repayments and damaging the
Group's market reputation. Furthermore, a significant decline in credit
ratings or a downgrade in the debt capital markets could restrict the Group's
ability to raise funds to support growth, execute strategic initiatives, or
capitalise on new opportunities. These risks highlight the importance of
maintaining financial flexibility and access to capital to sustain operations
and drive future growth.
People Risks
The Group's colleagues are essential to its operational success and strategic
objectives, but it faces risks related to retention of senior leadership roles
and engagement as a whole. Overall company attrition has been steadily
decreasing throughout 2024, which is partially attributed to the lack of
movement in the jobs market and static economic environment. At the same time,
the high number of redundancies in 2024 and the requirement to pivot to a new
strategy and way of working has impacted engagement scores. Less colleagues
are actively leaving the business but are not feeling fully engaged; the
result of which can lead to a decrease in productivity.
These risks threaten the Group's ability to maintain a skilled, motivated, and
engaged workforce, impacting operational efficiency, financial performance,
and long-term strategic goals.
Third-Party Risks
The Group relies heavily on third-party suppliers to deliver a number of
critical services, including technology, payment processing, marketing, gaming
products, sports content, and media. Effective management of these
relationships is essential to achieving strategic objectives and ensuring
operational continuity. Failures or disruptions in supplier services, such as
outages, insolvency, or non-compliance, could lead to significant operational,
financial, and reputational impacts. Additionally, supplier-side compliance
failures, such as breaches of GDPR or regulatory licenses, could result in
fines, legal claims, and reputational damage.
The Group also faces risks related to strategic partnerships, such as B2B
gambling services in the United States, where meeting contractual obligations
and maintaining compliance are critical to long-term growth. Specific risks
include service outages from key providers, which could disrupt betting
markets, customer experience, and revenue streams.
Information Security Risks
The Group faces significant information security risks, including
cyber-attacks such as Distributed Denial of Service (DDoS), phishing, malware,
and unauthorised access to sensitive systems or data. These risks extend to
the potential theft, misuse, or exposure of customer and business data by both
internal and external entities, as well as vulnerabilities introduced through
manual processes, misconfigurations, or inadequate security controls. Such
incidents could result in regulatory fines, reputational damage, loss of
customer trust, and operational disruptions. Additionally, the Group is
exposed to risks from third-party vendors with weak security postures, legacy
systems that lack proper patching, and inconsistent access management
practices, which could lead to data breaches, fraud, or system compromise.
The loss of availability of critical technology systems, whether due to
cyber-attacks, insider threats, or physical disasters, could disrupt
operations, cause revenue loss, and lead to breaches of regulatory
obligations. Vulnerabilities in the Group's internal network, cloud systems,
or CI/CD pipelines could expose sensitive information or allow attackers to
exploit production systems. These risks are compounded by the increasing
sophistication of external attacks, such as automated credential attacks,
which can overwhelm public-facing services and degrade customer experience.
Product & Technology Risks
As a company, we acknowledge the critical importance of innovation and digital
transformation in driving growth and maintaining competitiveness. However, we
recognise that these initiatives come with inherent risks, particularly as we
consolidate multiple systems and pursue the development of a unified, scalable
global technology platform. This transformation introduces short-term
complexities and challenges, including potential operational disruptions,
system failures, and resource constraints.
The causes of these risks include the complexity of integrating legacy
systems, dependencies on third-party suppliers, and the fast-paced nature of
technological advancements. Additionally, the reliance on outdated systems,
and the need to modernise our applications further amplify these challenges.
The rapid scaling of automation also contribute to the potential for errors,
inefficiencies, and operational disruptions.
Operational disruptions, such as unplanned outages or system downtimes, can
hinder critical business activities, disrupt customer experiences, and lead to
financial losses. Legacy system dependencies increase the likelihood of data
loss, inefficiencies, and challenges in maintaining business continuity. Poor
implementation of new features, outdated applications, or inadequate product
communication can negatively affect customer satisfaction, retention, and
acquisition. Failures in regulatory APIs, governance gaps, or delays in
adapting to regulatory changes can result in operational halts, legal
scrutiny, and reputational damage. Scalability and capacity constraints,
driven by high demand on systems and resource limitations, can result in
performance degradation, outages, and delays in delivering critical
projects.
Regulatory and Compliance Risks
Compliance with regulatory requirements is critical to maintaining the Group's
licenses, protecting customers, and ensuring business continuity. With the
majority of revenue generated from licensed jurisdictions and an increasing
number of countries introducing regulations, the importance of adhering to
these requirements continues to grow.
The complexity of the regulatory landscape, including jurisdictional nuances,
evolving requirements, and heightened scrutiny, pose significant risks. These
include the potential for financial penalties, reputational damage, and
operational disruptions.
The risk of non-compliance extends to areas such as inadequate data
governance, failure to meet reporting deadlines, and breaches of safer
gambling or marketing regulations. Additionally, changes in legislation, such
as amendments to the UK Gambling Act or new jurisdictional requirements, could
restrict product offerings, impose stricter customer checks, or limit
marketing activities, leading to reduced revenue, and customer attrition.
Reputational damage is a critical concern, as regulatory breaches can erode
customer trust and stakeholder confidence. High-profile fines or license
suspensions could also attract negative media attention, further impacting the
Group's standing in the market.
The growing complexity of the Group's regulatory footprint, legacy systems,
and operational challenges, increases the likelihood of non-compliance. This
risk is amplified by jurisdictional differences, frequent regulatory changes,
and the need for robust relationships with regulators to navigate these
challenges effectively.
Anti-Money Laundering Risks
Ensuring compliance with Anti-Money Laundering (AML) and Counter-Terrorist
Financing (CTF) regulations is critical to maintaining our licenses and
protecting the business from financial crime. The nature of online gambling,
as highlighted by the EU Supranational Risk Assessment 2022, presents a very
high risk for money laundering and terrorist financing in the absence of
effective controls. This risk is exacerbated by the complexity of
jurisdictional regulations, evolving criminal techniques, and inconsistencies
in processes and systems across brands.
Key risks include failures in customer due diligence (CDD), inadequate
monitoring of transactions, ineffective reporting mechanisms, and gaps in
staff training and competence. Jurisdictional nuances, such as differing
thresholds and regulatory requirements, create further challenges in aligning
policies and processes, potentially leading to operational inefficiencies and
regulatory breaches.
The potential impacts of these risks are severe, including regulatory
sanctions, significant financial penalties, license suspensions or
revocations, and legal action against the company or its executives.
Reputational damage is also a critical concern, as regulatory failings can
erode trust with customers, stakeholders, and regulators. These risks
underscore the importance of maintaining robust governance and oversight to
mitigate the threat of financial crime and ensure compliance with AML
regulations.
Condensed Consolidated Income Statement
For the six months ended 30 June 2025
Six months Six months
ended ended
30 June 30 June
2025 2024
£m £m
Note (unaudited) (unaudited)
Revenue 2 887.8 862.0
Gaming duties (187.0) (196.8)
Other cost of sales (108.0) (105.0)
Cost of sales (295.0) (301.8)
Gross profit 592.8 560.2
Marketing expenses (142.1) (154.2)
Operating expenses (399.7) (402.4)
Share of post-tax profit of equity accounted associate 0.8 -
Exceptional items - operating expenses 3 (12.7) (70.8)
Operating profit/(loss) 39.1 (67.2)
Adjusted EBITDA(1) 165.9 115.5
Exceptional items - operating expenses 3 (12.7) (70.8)
Foreign exchange differences (11.9) (1.0)
Share benefit credit - 0.1
Depreciation and amortisation (102.2) (111.0)
Operating profit/(loss) 39.1 (67.2)
Finance income 1.1 2.6
Finance expenses 5 (117.9) (82.4)
Loss before tax (77.7) (147.0)
Taxation 6 13.0 3.8
Loss after tax (64.7) (143.2)
Attributable to:
Equity holders of the parent (64.5) (143.2)
Non-controlling interests (0.2) -
Loss for the period (64.7) (143.2)
(14.3) (31.9)
Loss per share
Basic (pence) 4
Diluted (pence) 4 (14.3) (31.9)
(1) Adjusted EBITDA is an Alternative Performance Measure ("APM") which does
not have an IFRS standardised meaning. Refer to Appendix 1 - Alternative
performance measures in the Group's 2024 annual report for further detail.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Six months Six months
ended ended
30 June 30 June
2025 2024
£m £m
(unaudited) (unaudited)
Loss for the period (64.7) (143.2)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations (10.1) (1.9)
Items that will not be reclassified to profit or loss
Movement in cash flow hedging position 1.3 9.1
(8.8) 7.2
Total other comprehensive income for the period
(73.3) (136.0)
Total comprehensive loss for the period attributable to equity holders of the
parent
Total comprehensive loss for the period attributable to non-controlling (0.2) -
interests
Condensed Consolidated Balance Sheet
At 30 June 2025
30 June 31 December
2025 2024
£m £m
Note (unaudited) (audited)
Assets
Non-current assets
Goodwill and other intangible assets 1,944.5 1,989.3
Right-of-use assets 97.7 84.5
Property, plant and equipment 70.7 78.9
Investment in sublease 1.2 1.2
Investments in associates 33.0 32.3
Non-current prepayments 2.3 2.4
Derivative financial instruments 12.7 13.1
Deferred tax assets 36.3 36.3
2,198.4 2,238.0
Current assets
Cash and cash equivalents(1) 242.9 265.4
Trade and other receivables 148.7 132.6
Income tax receivable 6.0 33.6
Assets held for sale 0.9 0.9
398.5 432.5
Total assets 2,596.9 2,670.5
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital 2.2 2.2
Share premium 160.7 160.7
Treasury shares (0.6) (0.6)
Foreign currency translation reserve (13.3) (3.2)
Hedging reserves (3.0) (4.3)
Retained earnings (335.7) (271.2)
Total equity attributable to equity holders of the parent (189.7) (116.4)
Non-controlled interests 20.4 20.6
Total equity (169.3) (95.8)
Liabilities
Non-current liabilities
Borrowings 7 1,705.7 1,733.1
Severance pay liability 0.4 0.4
Provisions 8 135.0 129.5
Deferred tax liability 133.1 150.1
Derivative financial instruments - 15.8
Lease liabilities 72.9 68.4
2,047.1 2,097.3
Current liabilities
Borrowings 7 14.1 4.6
Trade and other payables 395.5 391.1
Provisions 8 69.9 72.0
Derivative financial instruments 65.7 31.3
Income tax payable 20.5 25.1
Lease liabilities 31.5 26.6
Customer deposits 121.9 118.3
719.1 669.0
Total equity and liabilities 2,596.9 2,670.5
(1) Cash and cash equivalents includes customer deposits of £121.9m (31
December 2024: £118.3m) which represent bank deposits matched by customer
liabilities of an equal value. Cash and cash equivalents excludes restricted
short‐term deposits of £16.6m which are presented in Trade and other
receivables (31 December 2024: £22.6m).
The condensed consolidated financial statements herein were approved and
authorised for issue by the Board of Directors on 12 August 2025 and were
signed on its behalf by:
Per Widerström Sean Wilkins
Chief Executive Officer Chief Financial Officer
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
Share capital Share premium Treasury shares Foreign currency translation reserve Hedging reserve Retained earnings Total
Non-controlling interests
£m £m £m £m £m £m £m £m
Balance at 1 January 2024 (audited, restated) 2.2 160.7 (0.6) 1.8 (14.6) (82.4) - 67.1
Loss after tax for the period attributable to equity holders of the parent - - - - - (143.2) (143.2)
-
Other comprehensive (loss)/income for the period - - - (1.9) 9.1 - 7.2
-
Total comprehensive (loss)/income - - - (1.9) 9.1 (143.2) - (136.0)
Balance at 30 June 2024 (unaudited, restated) 2.2 160.7 (225.6) (68.9)
(0.6) (0.1) (5.5) -
2.2 160.7 (271.2) (95.8)
Balance at 1 January 2025 (audited) (0.6) (3.2) (4.3) 20.6
Loss after tax for the period - - - - - (64.5) (0.2) (64.7)
Other comprehensive income - - - (10.1) 1.3 - - (8.8)
Total comprehensive (loss)/income - - - (10.1) 1.3 (64.5) (0.2) (73.5)
Balance at 30 June 2025 (unaudited) 2.2 160.7 (0.6) (13.3) (3.0) (335.7) 20.4 (169.3)
The 2024 comparative totals have been restated to reflect the Remote Gaming
Duty prior period adjustment (see note 1 of the evoke plc FY24 ARA).
The following describes the nature and purpose of each reserve within equity.
Share capital - represents the nominal value of shares allotted, called-up and
fully paid.
Share premium - represents the amount subscribed for share capital in excess
of nominal value.
Treasury shares - represent acquired own equity instruments. Treasury shares
are recognised at cost and deducted from equity.
Foreign currency translation reserve - represents exchange differences arising
from the translation of all Group entities that have functional currency
different from £.
Hedging reserves - represents changes in the fair value of derivative
financial instruments designated in a hedging relationship.
Retained earnings - represents the cumulative net gains and losses recognised
in the consolidated statement of comprehensive income and other transactions
with equity holders.
Non-controlling interests - represents the minority interests of other
shareholders in the net assets of consolidated subsidiaries.
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
Six months Six months
ended ended
30 June 30 June
2025 2024
£m £m
Note (unaudited) (unaudited)
Cash flows from operating activities
Loss before tax (77.7) (147.0)
Adjustments for:
Depreciation 35.9 22.1
Amortisation 66.3 88.9
Finance income (1.1) (2.6)
Finance expenses 5 117.9 82.4
Income tax received/(paid) 19.0 (10.7)
Share of post-tax loss of equity accounted associate (0.8) -
Non-cash exceptional 0.8 20.3
items
Profit on sale of US partner databases 3 - (4.7)
Movement on ante post and other financial derivatives (2.7) 9.6
Gain on disposal of property, plant and equipment - (1.5)
Share benefit credit - (0.1)
Cash generated from operating activities before working capital movement 157.6 56.7
(Increase)/decrease in receivables (16.3) 8.0
Increase/(decrease) in customer deposits 3.3 (0.6)
(Decrease)/increase in trade and other payables (6.5) 12.8
Increase/(decrease) in provisions 1.2 (2.2)
Net cash generated from operating activities 139.3 74.7
Cash flows from investing activities
Acquisition of property, plant and equipment - (1.2)
Proceeds received from sale of player databases 3 - 4.7
Advance consideration related to disposal of business 3.6 -
Proceeds on disposal of property, plant and equipment - 2.0
Loans to related parties (1.6) (1.5)
Interest received 1.1 1.4
Acquisition of intangible assets (49.2) (33.7)
Net cash used in investing activities (46.1) (28.3)
Cash flows from financing activities
Payment of lease liabilities (16.5) (19.0)
Interest paid (104.7) (78.7)
(Repayment)/drawdown of revolving credit facility 7 (14.0) 25.0
Loans repaid on debt refinancing 7 - (381.5)
Loans received on debt refinancing 7 - 400.0
Repayment of loans (2.2) (2.0)
Net cash used in financing activities (137.4) (56.2)
Net (decrease)/increase in cash and cash equivalents (44.2) (9.8)
Net foreign exchange difference 21.7 (2.8)
Cash and cash equivalents at the beginning of the period 265.4 256.2
Cash and cash equivalents at the end of the period 242.9 243.6
The notes below form part of these condensed consolidated financial
statements.
Notes to the Condensed Consolidated Financial Statements
1 Basis of preparation and accounting policies
1.1 Basis of preparation
The annual financial statements of the Group will be prepared in accordance
with UK adopted international accounting standards. The condensed set of
financial statements included in this half-yearly financial report has been
prepared in accordance with UK adopted International Accounting Standard 34,
"Interim Financial Reporting" and with the Disclosure and Transparency Rules
of the Financial Conduct Authority. The interim condensed consolidated
financial statements do not include all the information and disclosures
required in the Group's annual audited consolidated financial statements and
should be read in conjunction with the Group's annual audited consolidated
financial statements for the year ended 31 December 2024.
The comparatives for the year ended 31 December 2024 are not the Group's full
statutory accounts for that year. A copy of the statutory accounts for that
year has been delivered to the Registrar of Companies in Gibraltar and is also
available from the Company's website. The auditor's report on those accounts
was unqualified and did not contain statements under Section 257(1) (a) and
Section 258(2) of the Gibraltar Companies Act.
The condensed consolidated set of financial statements included in this
half-yearly financial report have been reviewed, not audited, and do not
constitute statutory accounts.
Further information relating to significant events during the period is
provided in the Financial Review section.
The significant accounting policies applied in the consolidated financial
statements in the prior year have been applied consistently in these
consolidated financial statements.
Going concern
Background
The financial statements have been prepared using the going concern basis of
accounting. As at 30 June 2025, the Group had net liabilities of £169.3m (31
December 2024: £95.8m) and incurred a statutory loss before tax of £77.7m
during the six months to 30 June 2025 (six months to 30 June 2024: £147.0m
loss). The Group also had net current liabilities of £320.6m (31 December
2024: £236.5m).
Business planning and performance management
The Group has robust forecasting and monitoring processes which consist of
weekly monitoring and careful management of liquidity, an annual budget with
monthly reforecasts and a long-term plan, which generates income statement and
cash flow projections for assessment by management and the Board. Forecasts
are regularly compared with prior forecasts and current trading to identify
variances and understand their future impact so management can act where
appropriate. Analysis is undertaken to review, and sense check the key
assumptions, including the integration and transformation programmes,
underpinning the forecasts.
Whilst there are risks to the Group's trading performance, the Group has
established risk management processes to identify and mitigate risks, and such
risks have been considered when undertaking the going concern evaluation for
the period to 30 September 2026.
The Group's future prospects
The Group meets its day-to-day working capital requirements from the positive
cash flows generated by its trading activities and its available cash
resources. The Group holds cash and cash equivalents excluding customer
balances and restricted cash of £121.0m as at 30 June 2025 (31 December 2024:
£147.1m). In addition to this the Group has access, until January 2028, to a
£150.0m Revolving Credit Facility, of which £71.0m is currently drawn down,
and an additional £50.0m Revolving Credit Facility until December 2025 which
is currently undrawn.
The Group has significant debt arrangements resulting from the funding of the
acquisition of the William Hill business. Other than an annual $5.0m repayment
on the TLB facility, only £10.5m of the Group's debt is due for payment
within the period of the going concern evaluation, with no other repayments
due in the period soon after it. Excluding these, the majority is repayable
between 2027 and 2030. The Group's Revolving Credit Facility contains a Net
Leverage covenant which is not restrictive in the base case, downside or
reverse stress test scenarios. The remainder of the Group's debt does not
contain any financial covenants. During the prior period, the Group entered
into an additional multicurrency revolving credit facility in aggregate
principal amount of £50.0m, with a maturity date of 31 December 2025.
The Group's forecasts for the going concern evaluation period to 30 September
2026, based on reasonable assumptions, indicate that the Group will be able to
operate within the level of its currently available and expected future
facilities for this period. Under the base case forecast, the Group has
sufficient cash reserves and available facilities to enable it to meet its
obligations as they fall due, for this going concern evaluation period to 30
September 2026.
The Group has also assessed a range of downside scenarios to evaluate whether
any material uncertainty exists relating to the Group's ability to continue as
a going concern. The forecasts and scenarios consider severe but plausible
downsides that could impact the Group, which are linked to the business risks
identified by the Group. These scenarios, both individually and in
combination, have enabled the Directors to conclude that the Group has
adequate resources to continue to operate for the foreseeable future.
Specifically, the Directors have given careful consideration to the regulatory
and legal environment in which the Group operates. Downside sensitivities have
been run, individually and in aggregate, to assess the impact of the following
scenarios:
· Reductions in profitability for the Group of 10% to reflect potential
regulatory, macroeconomic and competitive pressures; and
· An increase in interest expense as a result of higher interest rates
on the Group's remaining floating rate debt.
Management has performed a separate reverse stress test to identify the
conditions that would be required to compromise the Group's liquidity. Having
done so, management has identified further actions to conserve or generate
cash to mitigate any impact of such a scenario occurring. Management has
calculated mitigating cost savings that can be implemented by reducing
variable operating expenditure, excluding marketing, to offset a reduction in
cash generation resulting from lower profitability. Following these actions,
the Group could withstand a decrease in forecast adjusted EBITDA, including
forecasted contingency, of 24.9%. The Board considers the likelihood of a
decline of this magnitude to be remote. Other initiatives, including a
reduction in marketing spend, as well as those not directly in the Group's
control at the date of approval of these financial statements could be
considered in this eventuality, including the disposal of non-core assets and
investments.
Conclusion
Based on the above considerations, the Directors continue to adopt the going
concern basis in preparing these financial statements.
1.2 New standards, interpretations and amendments adopted by the Group
The accounting policies and methods of computation adopted in the condensed
consolidated half-yearly financial information are consistent with those
followed in Group's full financial statements for the year ended 31 December
2024, except for the adoption of new standards effective as of 1 January 2025.
One new amendment to existing International Financial Reporting Standards and
interpretations, issued by the IASB and adopted in the UK, was effective from
1 January 2025 and has been adopted by the Group during the period with no
significant impact on the consolidated results or financial position of the
Group. Details of published future amendments and interpretations to existing
International Financial Reporting Standards and their potential impacts on the
Group are disclosed within the evoke ARA 2024.
1.3 New standards that have not been adopted by the Group as they were not
effective for the period
Several new standards and amendments to existing International Financial
Reporting Standards and interpretations, issued by the IASB and adopted, or
subject to endorsement, in the UK, will be effective from 1 January 2026
onwards and have not been adopted by the Group during the period. At this
stage management are still assessing the full impact on the consolidated
results or financial position of the Group. With the exception of IFRS 18,
none are expected to have a material impact on the consolidated financial
statements in the period of initial application.
IFRS 18 was issued in April 2024 and is effective for periods beginning on or
after 1 January 2027. Early application is permitted, and comparatives will
require restatement. The standard will replace IAS 1 Presentation of Financial
Statements and although it will not change how items are recognised and
measured, the standard brings a focus on the Income Statement and reporting of
financial performance. Specifically classifying income and expenses into three
new defined categories - 'operating', 'investing' and 'financing' and two new
subtotals 'operating profit and loss' and 'profit or loss before financing and
income tax', introducing disclosures of management defined performance
measures (MPMs) and enhancing general requirements on aggregation and
disaggregation. The impact of the standard on the Group is currently being
assessed and it is not yet practicable to quantify the effect of IFRS 18 on
these consolidated financial statements, however there is no impact on
presentation for the Group in the current year given the effective date - this
will be applicable for the Group's 2027 Annual Report.
1.4 Critical accounting judgements and key sources of estimation
uncertainty
In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other
sources. The key sources of estimation, uncertainty and judgement applied in
the preparation of the Interim Condensed Consolidated Financial Statements are
consistent with those applied in the financial statements of the group for the
year ended 31 December 2024, as disclosed in note 1 of those statements.
1.5 Fair value measurements
The Group considers that the book value of the financial assets and
liabilities, approximates to their fair value.
There were no changes in valuation techniques or transfers between categories
in the period.
1.6 Impairment of goodwill
For the purposes of impairment testing under IAS 36 Impairment of Assets, a
key judgement is the determination of how cash generating units ("CGUs") are
grouped to reflect the level at which goodwill is monitored by management and
then tested for impairment. Consistent with previous periods, management has
identified three groups of CGUs to be Retail and International on a group of
CGUs basis and UK&I Online as its own CGU as these are the lowest levels
at which it is practical to monitor goodwill. Determining whether goodwill is
impaired requires the determination of the recoverable amount of the group of
CGUs, which for the Group is based on value in use. The value in use
calculation requires the Group to estimate the future cash flows expected to
arise from the group of CGUs and a suitable discount rate in order to
calculate present value. Cash flows are forecast for five years, after which a
long-term growth rate is applied. The key assumptions used in the model are
based on historical experience and other factors that are considered to be
relevant, including growth rates and discount rates.
For the Retail group of CGUs, as disclosed in the evoke ARA 2024, the estimate
of recoverable amount is sensitive and a drop in revenue or cash flows could
result in an impairment. Whilst Retail revenue and adjusted EBITDA for the six
months ended 30 June 2025 has decreased from the comparative period, the Group
is satisfied, based on the actions taken to improve profitability in the
period and its expectations for future performance, that there is no
impairment at 30 June 2025. The estimate remains sensitive to reasonably
possible changes in assumptions, consistent with the disclosures in the evoke
ARA 2024.
For the UK&I Online and International groups of CGUs, no impairment would
occur under any reasonable possible changes in assumptions upon which the
recoverable amount was estimated.
2 Segment information
The Board has reviewed and confirmed the Group's reportable segments in line
with the guidance provided by IFRS 8 'Operating Segments'. The segments
disclosed below are aligned with the reports that the Group's Chief Executive
Officer and Chief Financial Officer as Chief Operating Decision Makers review
to make strategic decisions.
The Retail segment comprises all activity undertaken in LBOs including gaming
machines. The UK&I Online segment comprises all online activity, including
sports betting, casino, poker and other gaming products along with telephone
betting services that are incurred within the UK and Ireland. The
International segment comprises all online activity, including sports betting,
casino, poker and other gaming products along with telephone betting services
that are incurred within all territories excluding the UK. There are no
inter-segmental sales within the Group.
Segment performance is shown on an adjusted EBITDA basis, with a
reconciliation from adjusted EBITDA to statutory results for clarity.
Information for the period ended 30 June 2025 is as follows:
Six months ended 30 June 2025 Retail UK&I Online International
Corporate Total
£m £m £m £m £m
Revenue(1) 252.2 336.2 299.4 - 887.8
Gaming duties (48.2) (75.1) (63.7) - (187.0)
Other cost of sales (10.3) (49.1) (46.8) - (106.2)
Segmental Gross Profit 193.7 212.0 188.9 - 594.6
Marketing (4.5) (88.6) (49.0) - (142.1)
Operating expenses (159.6) (63.4) (54.4) (10.0) (287.4)
Share of results of associate - - - 0.8 0.8
Adjusted EBITDA 29.6 60.0 85.5 (9.2) 165.9
Depreciation (35.9)
Amortisation (excluding acquired intangibles) (26.5)
Amortisation of acquired intangibles (39.8)
Exceptional items (12.7)
Share benefit credit -
Foreign exchange (11.9)
Finance expenses (117.9)
Finance income 1.1
Loss before tax (77.7)
1 Revenue recognised under IFRS 9 is £252.2m in Retail,
£336.2m in UK&I Online and £285.9m in International. Revenue recognised
under IFRS 15 is £nil in Retail, £nil in UK&I Online and £13.5m in
International.
2 Segment information (continued)
Six months ended 30 June 2024 Retail UK&I Online International
Corporate Total
£m £m £m £m £m
Revenue(1) 258.4 338.6 265.0 - 862.0
Gaming duties (49.7) (82.1) (66.6) - (198.4)
Other cost of sales (6.6) (50.2) (46.4) - (103.2)
Segmental Gross Profit 202.1 206.3 152.1 - 560.5
Marketing (4.4) (99.1) (50.2) - (153.7)
Operating expenses (159.7) (63.5) (61.3) (6.7) (291.2)
Share of results of associate - - - (0.1) (0.1)
Adjusted EBITDA 38.0 43.7 40.6 (6.8) 115.5
Depreciation (22.1)
Amortisation (excluding acquired intangibles) (34.7)
Amortisation of acquired intangibles (54.2)
Exceptional items (70.8)
Share benefit credit 0.1
Foreign exchange (1.0)
Finance expenses (82.4)
Finance income 2.6
Loss before tax (147.0)
1 Revenue recognised under IFRS 9 is £258.4m in Retail, £338.6m in
UK&I Online and £254.7m in International. Revenue recognised under IFRS
15 is £nil in Retail, £nil in UK&I Online and £10.3m in International.
2 In the prior year, both gaming duties and other cost of
sales were shown as a single line item within this note. However, to comply
with June 2024 IFRIC update relating to IFRS 8: Operating Segments we have
split them into the two categories to match the line items in the Consolidated
Income Statement.
3 Exceptional items and adjusted results
In determining the classification and presentation of exceptional items we
have applied consistently the guidelines issued by the Financial Reporting
Council ('FRC') that primarily addressed the following:
· Consistency and even-handedness in classification and
presentation;
· Guidance on whether and when recurring items should be considered
as part of underlying results; and
· Clarity in presentation, explanation and disclosure of
exceptional items and their relevance.
In preparing these condensed financial statements, we also note the European
Securities and Markets Authority ('ESMA') guidance on Alternative Performance
Measures (APM), including:
· Clarity of presentation and explanation of the APM;
· Reconciliation of each APM to the most directly reconcilable
financial statement caption;
· APMs should not be displayed with more prominence than statutory
financials;
· APMs should be accompanied by comparatives; and
· The definition and calculation of APMs should be consistent over
time.
We are satisfied that our policies and practice conform to the above
guidelines.
Adjusted results
The Group reports adjusted results, both internally and externally, that
differ from statutory results prepared in accordance with IFRS. These adjusted
results, which include our key metrics of adjusted EBITDA and adjusted EPS,
are considered to be a useful reflection of the underlying performance of the
Group and its businesses, since they exclude transactions which impair
visibility of the underlying activity in each segment. More specifically,
visibility can be impaired in one or both of the following instances:
- a transaction is of such a material or infrequent nature that it would
obscure an understanding of underlying outcomes and trends in revenues, costs
or other components of performance (for example, a significant impairment
charge); or
- a transaction that results from a corporate activity that has
neither a close relationship to the Group's operations nor any associated
operational cash flows (for example, the amortisation of intangibles
recognised on acquisitions).
Adjusted results are used as the primary measures of business performance
within the Group and align with the results shown in management accounts, with
the key uses being:
- management and Board reviews of performance against expectations and
over time, including assessments of segmental performance (see note 2);
- in support of business decisions by the Board and by management,
encompassing both strategic and operational levels of decision-making
The Group's policies on adjusted measures are consistently applied over time,
but they are not defined by IFRS and, therefore, may differ from adjusted
measures as used by other companies.
The Condensed Consolidated Income Statement presents adjusted results
alongside statutory measures. We discriminate between two types of reconciling
items: exceptional items and adjusted items.
Exceptional items
Exceptional items are those items the Directors consider to be one-off or
material in nature that should be brought to the reader's attention in
understanding the Group's financial performance.
3 Exceptional items and adjusted results (continued)
Exceptional items are as follows:
Six months ended Six months ended
30 June 2025 30 June 2024
£m £m
Operating expenses
Integration and transformation costs 12.4 29.8
Corporate transaction related costs 0.3 41.0
Exceptional items - operating expenses 12.7 70.8
Total exceptional items before tax 12.7 70.8
Tax on exceptional items (1.9) (4.2)
Total exceptional items 10.8 66.6
Integration and transformation costs
The Group has incurred a total of £12.4m of costs relating to the integration
programme. This includes £8.9m of technology and platform integration costs,
£1.6m of redundancy costs, £1.5m for optimisation and restructuring and
£0.4m of relocation and HR related expenses. Please see the CFO report for
more information on these integration and transformation projects.
In H1 2024, there were a total of £29.8m of costs relating to the integration
programme, including £10.6m of platform integration costs, £1.0m of legal
and professional costs, £9.7m of redundancy costs, £3.6m of relocation and
HR related expenses, £3.7m of employee incentives as part of the integration
of William Hill and 888, £0.8m for corporate rebranding costs and £0.4m of
technology integration costs.
Corporate transaction related costs
The Group has incurred £0.3m of corporate transaction costs during H1 2025.
Following the conclusion of its partnership with Authentic Brands Group in the
prior year, these costs incurred in H1 2025 relate to legal fees associated
with the closure of the US B2C business.
In H1 2024, the Group incurred £41.0m of corporate transaction costs. As
noted above, the Group decided to conclude its partnership with Authentic
Brands Group in H1 24 and incurred £39.8m of fees in relation to the closure
of the US B2C business. These costs included termination fees of £38.6m,
£4.4m of employment costs, £1.0m of costs for onerous contracts and £0.5m
of other M&A fees. The termination fees included total amounts payable of
$50.0m, $25.5m of which was paid in H1 24, and the remaining $24.5m which will
be paid between 2027 and 2029 and was discounted to its present value at H1
2024. These costs were offset by £4.7m of profit on sale of player databases.
The remaining £1.2m related to smaller M&A activity.
Adjusted items
Adjusted items are recurring items that are excluded from internal measures of
underlying performance, and which are not considered by the Directors to be
exceptional. This relates to the amortisation of specific intangible assets
recognised in acquisitions, amortisation of finance fees, fair value
gain/losses on financial assets, foreign exchange and share benefit charges.
These items are defined as adjusted items as it is believed it would impair
the visibility of the underlying activities across each segment as it is not
closely related to the businesses' or any associated operational cash flows.
Each of these items are recurring and occur in each reporting period and will
be consistently adjusted in future periods. Adjusted items are all shown on
the face of the Condensed Consolidated Income Statement in the reconciliations
of adjusted EBITDA and note 4 in the reconciliation of adjusted profit after
tax.
4 Earnings per share
Basic earnings per share
Basic earnings per share ('EPS') has been calculated by dividing the profit
attributable to ordinary shareholders by the weighted average number of shares
in issue and outstanding during the period.
Diluted earnings per share
The weighted average number of shares for diluted earnings per share takes
into account all potentially dilutive equity instruments granted, which are
not included in the number of shares for basic earnings per share. Potential
ordinary shares are excluded from the weighted average diluted number of
shares when calculating IFRS diluted loss per share because they are
anti-dilutive. The number of equity instruments included in the diluted EPS
calculation consist of 8,914,133 ordinary shares (H1 2024: 4,163,175) and no
market-value options (H1 2024: nil).
Six months Six months
ended ended
30 June 30 June
2025 2024
(unaudited) (unaudited)
Loss for the period attributable to equity holders of the parent (£m) (64.5) (143.2)
Weighted average number of Ordinary Shares in issue 449,788,713 449,322,672
Effect of dilutive Ordinary Shares and share options 8,914,133 4,163,175
Weighted average number of dilutive Ordinary Shares 458,702,846 453,485,847
Basic (pence) (14.3) (31.9)
Diluted (pence)(1) (14.3) (31.9)
1. The diluted loss per share in the current and prior year is the same as the
basic loss per share as the potentially dilutive share options are considered
anti-dilutive as they would reduce the loss per share and therefore, they are
disregarded in the calculation.
Adjusted earnings per share
The Directors believe that EPS excluding exceptional and adjusted items, tax
on exceptional and adjusted items ("Adjusted EPS") allows for a further
understanding of the underlying performance of the business and assists in
providing a clearer view of the performance of the Group.
Six months Six months
ended ended
30 June 30 June
2025 2024
£m £m
(unaudited) (unaudited)
Profit/(loss) after tax 5.4 (29.9)
Weighted average number of Ordinary Shares in issue 449,788,713 449,322,672
Weighted average number of dilutive Ordinary Shares 458,702,846 453,485,847
Adjusted basic profit/(loss) per share (pence) 1.2 (6.7)
Adjusted diluted earnings profit/(loss) per share (pence) 1.2 (6.7)
The table below highlights the measures used to
achieve Adjusted profit after tax:
Adjusted profit/(loss) after tax 5.4 (29.9)
Exceptional items - operating expenses 3 (12.7) (70.8)
Exceptional items - finance expenses (0.6) -
Amortisation of finance fees 7 (8.0) (8.1)
Amortisation of acquired intangibles (39.8) (54.2)
Tax on exceptional and adjusted items 20.2 23.9
Foreign exchange (29.2) (4.2)
Share benefit credit - 0.1
Loss attributable to non-controlling interests 0.2 -
Loss after tax (64.5) (143.2)
5 Finance expenses
Six months Six months
ended ended
30 June 30 June
2025 2024
£m £m
Interest expenses related to lease liabilities 3.6 3.3
Interest on bank loans and bonds 79.5 90.5
Hedging activities 8.8 4.1
Amortisation of finance fees 8.0 8.1
Foreign exchange on financing activities 17.3 (23.7)
Other finance charges and fees 0.1 0.1
Total finance expenses - underlying 117.3 82.4
Interest expense on US exit provision 0.6 -
Finance expenses - exceptionals s 0.6 -
Total finance expenses 117.9 82.4
( )
For more information on the foreign exchange charge, please see the CFO
report.
6 Taxation
Corporate taxes
Six months ended Six months ended
30 June 30 June
2025 2024
£m £m
Current taxation
UK corporation tax at 25.0% - -
Other jurisdictions taxation 7.0 21.8
Adjustments in respect of prior years (3.0) -
4.0 21.8
Deferred taxation
Origination and reversal of temporary differences (12.5) (25.6)
Adjustments in respect of prior years (4.5) -
(17.0) (25.6)
Taxation credit (13.0) (3.8)
The Group recognised a tax credit of £13.0m on loss before tax of £77.7m,
giving an effective tax rate of 16.7% (H1 2024: 2.6%). This rate is lower than
the expected UK statutory rate of 25% due to the lower effective tax rates
applied in Gibraltar, Spain and Malta and the reduced availability of tax
relief on costs incurred in the period, principally in respect of interest
costs in the UK for which no deferred tax asset can be recognised.
The effective tax rate in respect of ordinary activities before adjusted and
exceptional items for the half year is 57.1% (H1 2024: -205.1%). This is
principally due to the fact that the tax credit relates to deferred tax on
movements in goodwill and other amounts which were recognised in relation to
the William Hill acquisition in 2022, which are not part of profit on ordinary
activities.
Pillar Two
The Group is subject to the OECD's Pillar Two model rules, which introduce a
global minimum effective tax rate of 15% per jurisdiction starting with the
year ended 31 December 2024. For the six months ended 30 June 2025 the Group
has recognised Pillar two top-up tax of £1.9m as a current year expense in
respect of subsidiary jurisdictions whose tax rate falls below the 15%
minimum.
6 Taxation (continued)
6 months ended 30 June 2025 6 months ended 30 June 2024
Exceptional items / adjustments Total Before exceptional items and adjustments Exceptional items / adjustments Total
Before exceptional items and adjustments
£m £m £m £m £m £m
Loss before tax 12.6 (90.3) (77.7) (9.8) (137.2) (147.0)
Tax (expense)/credit (7.2) 20.2 13.0 (20.1) 23.9 3.8
Loss for the period 5.4 (70.1) (64.7) (29.9) (113.3) (143.2)
57.1% 22.4% 16.7% -205.1% 17.4% 2.6%
6 months ended 30 June 2025 6 months ended 30 June 2024
Adjustments Total Exceptional items Adjustments Total
Exceptional items
£m £m £m £m £m £m
Total exceptional items and adjustments before tax (13.3) (77.0) (90.3) (70.8) (66.4) (137.2)
Tax on exceptional items and adjustments 1.9 18.3 20.2 4.2 19.7 23.9
Total exceptional items and adjustments (11.4) (58.7) (70.1) (66.6) (46.7) (113.3)
14.3% 23.8% 22.4% 5.9% 29.7% 17.4%
7 Borrowings
Interest rate Maturity 30 June 2025 31 December 2024
%
Borrowings at amortised cost
Bank facilities
€473.5m term loan facility EURIBOR + 5.5% 2028 - -
$575.0m term loan facility CME term SOFR + 5.35% 2028 377.3 410.4
£150.0m Equivalent Multi-Currency Revolving Credit Facility SONIA + 3.75% 71.0 85.0
2028
£50.0m Equivalent Multi-Currency Revolving Credit Facility SONIA + 3.75% 2025 - -
Loan Notes
€582.0m Senior Secured Fixed Rate Notes 7.56 2027 488.4 471.9
€450.0m Senior Secured Floating Rate Notes EURIBOR + 5.5% 2028 372.6 359.9
£400.0m Senior Secured Fixed Rate Notes 10.75% 2030 400.0 400.0
£350.0m Senior Unsecured Notes 4.75 2026 10.5 10.5
Total Borrowings 1,719.8 1,737.7
Less: Borrowings as due for settlement in 12 months (14.1) (4.6)
Total Borrowings as due for settlement after 12 months 1,705.7 1,733.1
Bank facilities
Senior Facilities Agreement
The Group has a Senior Facilities Agreement under which the following
facilities are made available:
• a £150.0m Multi-currency Revolving Credit Facility;
• a £50.0m Multi-currency Revolving Credit Facility; and
• a $575.0m 6-year US Dollar-denominated term loan due July 2028.
In May 2024, the Group refinanced a Euro denominated term loan of €473.5m
(which had been provided under the Senior Facilities Agreement) by issuing a
10.75% £400.0m sterling-denominated senior secured fixed rate note with
maturity in May 2030.
Loan Notes
Senior Secured Notes
(i) €582m 7.558% Senior Secured Fixed Rate Notes due July 2027
The Group has issued €582.0m of guaranteed Senior Secured Fixed Rate Notes,
which are guaranteed by certain members of the Group and certain of the
Group's operating subsidiaries and mature in July 2027.
(ii) €450m Senior Secured Floating Rate Notes due July 2028
The Group has issued €450.0m of guaranteed Senior Secured Floating Rate
Notes. The notes, which are guaranteed by certain members of the Group and
certain of the Group's operating subsidiaries, mature in July 2028.
(iii) £400m 10.75% Senior Secured Fixed Rate Notes due May 2030
In May 2024, the Group issued £400m of guaranteed senior secured fixed rate
notes and used the net proceeds to fully repay the €467.1m term loan
borrowing. The notes, which are guaranteed by certain members of the Group and
certain of the Group's operating subsidiaries, mature in May 2030.
Senior Unsecured Notes
£350m 4.75% Senior Unsecured Fixed Rate Notes due May 2026
The legacy William Hill notes have £10.5m outstanding at 30 June 2025 (31
December 2024: £10.5m).
7 Borrowings (continued)
Drawn credit facilities
At 30 June 2025, the Group had the following available credit facilities:
£200m Equivalent Multi-Currency Revolving Credit Facilities
In July 2022, as part of the William Hill Group acquisition, the Group
arranged a new five-and-a-half-year maturity £150m multi-currency revolving
credit facility (maturing in January 2028) to be included in its overall
Senior Facilities Agreement. The drawn balance on this facility at 30 June
2025 was £71.0m (31 December 2024: £85.0m).
In May 2024, the Group added a further £50m one-an-a-half-year multicurrency
revolving credit facility to the Senior Facilities Agreement (maturing in
December 2025). None of this is currently drawn down.
Financial Covenant
The Revolving Credit Facilities are subject to a Senior Facilities Agreement
whereby any applicable revolving Incremental Senior Facilities (together the
"Financial Covenant Facilities") are tested at every reporting period to
ensure that they do not exceed a pre-agreed threshold to be agreed with the
Mandated Lead Arrangers prior to the entry into the Senior Facilities
Agreement.
There are no other financial covenants on the group debt, therefore the
directors are satisfied that, at 30 June 2025, the net leverage ratio has not
exceeded the pre-agreed threshold and, as a consequence, the Financial
Covenants have not been breached.
Overdraft facility
In July 2022, as part of the William Hill Group acquisition, the Group
obtained an unsecured, uncommitted overdraft facility with National
Westminster Bank plc of £5.0m. The balance on this facility at 30 June 2025
was £nil (31 December 2024: £nil).
Borrowings reconciliation
2025
Debt Opening Inflows Outflows Non-cash FX Total
1 January 2025 30 June 2025
£m £m £m £m £m £m
2026 Senior Unsecured Notes 10.5 - - - - 10.5
$575.0m term loan facility 410.4 - (2.2) 4.3 (35.2) 377.3
€450.0m Senior Secured Floating Rate Notes 359.9 - - 1.7 11.0 372.6
£400.0m Senior Secured Fixed Rate Notes 400.0 - - - - 400.0
€582.0m Senior Secured Fixed Rate Notes 471.9 - - 2.0 14.5 488.4
£200.0m Revolving Credit Facility 85.0 - (14.0) - - 71.0
1,737.7 - (16.2) 8.0 (9.7) 1,719.8
7 Borrowings (continued)
2024
Debt Opening Inflows Outflows Non-cash FX Total
1 January 2024 30 June 2024
£m £m £m £m £m £m
2026 Senior Unsecured Notes 10.5 - - - - 10.5
€473.5m term loan facility 385.7 - (381.5) 0.9 (5.1) -
$575.0m term loan facility 401.7 - (2.0) 3.9 1.5 405.1
€450.0m Senior Secured Floating Rate Notes 374.0 - - 1.5 (10.7) 364.8
£400.0m Senior Secured Fixed Rate Notes - 400.0 - - - 400.0
€582.0m Senior Secured Fixed Rate Notes 489.2 - - 1.8 (12.5) 478.5
£200.0m Revolving Credit Facility - 25.0 - - - 25.0
1,661.1 425.0 (383.5) 8.1 (26.8) 1,683.9
8 Provisions
Legal and regulatory Other
Indirect tax provision Shop closure provision
Total
£m £m £m £m £m
At 31 December 2024 62.4 118.7 1.4 19.0 201.5
Charged/(credited) to profit or loss
Additional provisions recognised 2.9 3.2 0.9 0.6 7.6
Provisions released to profit and loss (4.8) - - - (4.8)
Utilised during the period - (1.4) (0.4) (0.4) (2.2)
Foreign exchange differences 2.9 0.9 - (1.0) 2.8
At 30 June 2025 63.4 121.4 1.9 18.2 204.9
Customer claims provisions of £117.5m (31 December 2024: £112.9m) within
legal and regulatory, and £17.5m of US termination costs (31 December 2024:
£16.6m) within other are classified as non-current. The remaining provisions
are all classified as current.
During the year, the Group has utilised £0.3m of the overall provision as
customer claims have been settled. In addition, a further charge of £2.7m has
been recognised to reflect the receipt of new claims.
Indirect tax provision
The Group has provided for gaming duty liabilities which it expects to pay as
a result of enquiries by the Austrian tax authorities in respect of amounts
staked by Austrian players, generally with our Maltese companies, for periods
between January 2019 and December 2022, and following the exhaustion of all
possible avenues of appeal. All amounts for periods up to and including the
year ended 31 December 2018 have been assessed and settled. The amounts for
2019 and 2020 have recently been assessed and are expected to be paid in
instalments between August 2025 and July 2026. The amounts expected to be due
for 2021 and 2022 have not yet been assessed.
8 Provisions (continued)
Legal and regulatory provisions
The Group has a provision in respect of legal and regulatory matters,
including customer claims, and updated it to reflect the Group's revised
assessment of these risks in light of developments arising during 2025 such
that this represents management's best estimate of probable cash outflows
related to these matters.
The industry in which the Group operates is subject to continuing scrutiny by
regulators and other governmental authorities, which may, in certain
circumstances, lead to enforcement actions, sanctions, fines and penalties or
the assertion of private litigations, claims and damages.
In common with other businesses in the gambling sector, the Group receives
claims from consumers relating to the provision of gambling services. Claims
have been received from consumers in a number of (principally European)
jurisdictions and allege either failure to follow responsible gambling
procedures, breach of licence conditions or that underlying contracts in
question are null and void given local licencing regimes.
Consumers who have obtained judgement against the Group's entities in the
Austrian courts have sought to enforce those judgements in Malta and
Gibraltar. These are being defended on the basis of a public policy argument.
The provisions held for the Group relating to these claims is £86.0m (31
December 2024: £84.5m), which includes a provision of £78.0m (31 December
2024: £77.6m) relating to the William Hill and Mr Green brands and £8.0m (31
December 2024: £6.9m) relating to 888.
The calculation of the customer claims liability includes provision for both
legal fees and interest but is gross of gaming tax. Management have assessed
that it is probable as opposed to virtually certain that the tax will be
reclaimed and therefore a contingent asset of up to £32.7m (31 December 2024:
£27.3m) has been disclosed for the tax reclaims.
The timing and amount of the outflows will ultimately be determined by the
settlement reached with the relevant authority.
Following receipt of updated advice, the development of case law in Germany
indicates that the courts may apply a more customer-friendly approach to the
application of the three-year limitation period and link the commencement of
the limitation period to the player's first positive knowledge of a claim to
recover their gambling losses. The law permits a maximum limitation period of
10 years in this scenario.
During the year, the Group has utilised £0.2m (2024: £1.3m) of the overall
provision as claims have been settled. In addition, a further charge of £1.7m
(2024: £4.3m) has been recognised to reflect the receipt of new claims.
Shop closure provisions
The Group holds provisions relating to the associated costs of closure of
shops in 2019 and 2020, and certain shops that cease to trade as part of
normal trading activities.
Other
The entirety of this provision relates to the provision of costs for the
closure of the US B2C business. The majority of this balance relates to
termination payments. Refer to Note 3 for more information on the closure of
the US B2C business. The Group has also recognised certain provisions for
staff severance of £0.4m.
9 Financial instruments
The hierarchy (as defined in IFRS 13 'Fair Value Measurement') of the Group's
financial instruments carried at fair value as at 30 June 2025 and 31 December
2024 was as follows:
Level 1 Level 2 Level 3
30 June 2025
£m £m £m
Financial assets
888 Africa convertible loan - - 12.7
- - 12.7
Financial liabilities
Cross-currency swaps - 62.9 -
Interest rate swaps - 0.7 -
Ante post bet liabilities - - 2.1
- 63.6 2.1
Level 1 Level 2 Level 3
31 December 2024
£m £m £m
Financial assets
888 Africa convertible loan - - 11.9
Cross-currency swaps - 1.2 -
- 1.2 11.9
Financial liabilities
Cross-currency swaps - 40.7 -
Interest rate swaps - 1.0 -
Ante post bet liabilities - - 5.4
- 41.7 5.4
Ante post bets
Ante post bets are a liability arising from an open position at the period end
date in accordance with the Group's accounting policy for derivative financial
instruments. Ante post bets at the period end totalled £2.1m (31 December
2024: £5.4m) and are classified as current liabilities.
Ante post bet liabilities are valued using methods and inputs that are not
based upon observable market data and all fair value movements are recognised
in revenue in the Income Statement. Although the final value will be
determined by future betting outcomes, there are no reasonably possible
changes to assumptions or inputs that would lead to material changes in the
fair value determined. The principal assumptions relate to the Group's
historical gross win margins by betting markets and segments. Although these
margins vary across markets and segments, they are expected to stay broadly
consistent over time, only varying in the short term. The gross win margins
are reviewed annually at period end. As at 30 June 2025, the gross win margins
ranged from 2%-25%.
9 Financial instruments (continued)
888 Africa convertible loan
On 22 March 2022, the Group entered into a joint venture agreement as 19.9%
owners of 888 Africa Limited ('888 Africa').
Whilst the Group's equity contribution was not material, as part of the joint
venture shareholder agreement, the Group agreed to lend 888 Africa $11.7m
(£8.6m) as a senior secured convertible loan that can be converted into 60.1%
of 888 Africa issued and outstanding shares at the Group's discretion in
January 2026. As a result of the conversion option, the loan is deemed to be a
derivative financial asset under IFRS 9 'Financial Instruments' and is held at
fair value through profit and loss.
At 31 December 2024, the convertible loan was fair valued using the market
approach based on a 2024 revenue multiple in proven African markets. There was
no fair value uplift recorded in the Consolidated Income Statement in the
current or prior period, as a result of the valuation. There has been no
change in the financial performance of the markets noted in the current period
and hence no change in the fair value of the loan as at 30 June 2025.
888 Emerging loan
On 8 January 2024 the Group entered into a joint venture agreement as 19.9%
owners of 888 Emerging Limited ('888 Emerging') in a similar structure to the
above Africa arrangement. The Group agreed to lend $3.0m (£2.4m), of which
$2.5m (£2.0m) has already been provided, with a conversion option embedded
within the loan which can be converted into 60.1% of 888 Emerging's issued and
outstanding shares. As of 30 June 2025, the fair value of the convertible
option is nil as trading activity is minimal at this early stage of the joint
venture. The loan receivable balance is therefore held at amortised cost.
10 Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. Transactions between the Group and its associate are disclosed below.
Trading transactions
Associates and joint ventures
The Group holds an investment of 19.5% of the ordinary share capital of Sports
Information Services (Holdings) Limited (SIS). During the period, the Group
made purchases of £14.2m (six months ended 30 June 2024: £13.7m) from Sports
Information Services Limited, a subsidiary of Sports Information Services
(Holdings) Limited. At 30 June 2025, the amount payable to Sports Information
Services Limited by the Group was £nil (31 December 2024: £nil).
During the year the Group made loans totalling £1.6m (2024: £2.7m) to
888Africa as part of the joint venture shareholder agreement. These loans
incur interest at 12% per annum. During the period, the Group received £0.3m
in revenue from 888Africa for the use of the 888 brand. During the period, the
Group made no further loans to 888 Emerging Limited, a joint venture of the
Group (2024: £1.3m).
Remuneration of key management personnel
Transactions between the Group and key management personnel in the first half
of 2025 were limited to those relating to remuneration previously disclosed as
part of the Director's Remuneration Report within the Group's 2024 Annual
report. There have been no other material changes to the arrangements between
the Group and key management personnel in the period.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
· The condensed set of financial statements, which has been prepared in
accordance with IAS 34 "Interim Financial Reporting" as issued by the IASB and
adopted by the UK, gives a true and fair view of the assets, liabilities,
financial position and profit of the company and the undertakings included in
the consolidation as a whole.
· The interim management report includes a fair review of the
information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period; and any changes in the related
party transactions described in the 2021 Annual Report and Accounts.
The Directors of evoke are:
Lord Jon Mendelsohn - Non-Executive Chair
Per Widerström - Chief Executive Officer
Sean Wilkins - Chief Financial Officer
Anne De Kerckhove - Senior Independent Director
Mark Summerfield - Independent Non-Executive Director
Limor Ganot - Independent Non-Executive Director
Andrea Gisle Joosen - Independent Non-Executive Director
Ori Shaked - Non-Executive Director
Susan Standiford - Independent Non-Executive Director
A list of the current Directors is maintained on the evoke plc website:
www.evokeplc.com.
By order of the Board of evoke plc.
Per Widerström Sean Wilkins
Chief Executive Officer Chief Financial Officer
INDEPENDENT REVIEW REPORT TO EVOKE PLC
Conclusion
We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Statement of Comprehensive Income, the Condensed
Consolidated Balance Sheet, the Condensed Consolidated Statement of Changes in
Equity, the Condensed Consolidated Statement of Cash Flows and the related
notes 1 to 10. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London, United Kingdom
12 August 2025
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