REG - Evoke PLC - Pricing of an offering of Senior Secured Notes

EvokeAnnouncement

11/09/2025 07:00

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RNS Number : 8693Y  Evoke PLC  11 September 2025

 

11 September 2025

evoke plc

("evoke," the "Company" or the "Group")

 

Pricing of an offering of Senior Secured Notes

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 the successful pricing of an offering by 888 Acquisitions
Limited (the "Issuer"), a wholly-owned subsidiary of the Company, of
€600,000,000 8.000% senior secured notes due 2031 (the "Notes"). The Notes
are expected to be issued on September 24, 2025.

The offering of the Notes (the "Offering") will be an offering exempt from the
registration requirements of the U.S. Securities Act of 1933, as amended.

New Revolving Credit Facility

In addition, the Company has entered into a new multicurrency revolving credit
facility in aggregate principal amount of £200,000,000 established under the
Senior Facilities Agreement (as defined below) to replace its existing
revolving credit facilities.

Use of proceeds

The Company expects to use the proceeds of the Offering, together with
drawings under the New Revolving Credit Facility, to redeem in full the €582
million 7.558% Senior Secured Fixed Rate Notes due 2027 and refinance amounts
drawn under the £200 million (equivalent) existing senior secured
multicurrency revolving credit facility made available to the Issuer pursuant
to a senior facilities agreement dated 29 June 2022 (as amended and restated
on 19 July 2022) (the "Senior Facilities Agreement") as well as to pay
transaction fees and expenses.

Impact on Group financing

As a result of these refinancing actions, the Group currently expects:

·      Cash interest costs to reduce by c.£5m on an annualised basis.
This reflects both the interest rate differential and expected savings on
hedging arrangements;

·      An extension of the maturity profile, including with regards to
the revolving credit facility, with no significant maturities before 2028;

·      A marginal increase in net debt of approximately £17 million on
completion, reflecting the additional debt taken on to fund the transaction
costs, with leverage broadly neutral; and

·      An improved currency mix of debt to more closely align with the
Group's cash generation.

 

Per Widerström, CEO of evoke, commented:

 

"I am pleased that we have secured a new revolving credit facility and debt
refinancing, reducing interest costs and removing any significant debt
maturities before 2028. The positive interest in the Offering is testament to
the Group's strengthened performance, strategic progress and return to growth
following the reset of our operating model and new value creation plan
announced last year.

We remain resolutely focused on executing our plans, deleveraging, and
creating value for all stakeholders."

A copy of this announcement will shortly be available at
https://www.evokeplc.com/ (https://www.evokeplc.com/) .

 

- Ends -

 

 

Enquiries and further information:

 evoke Plc                                       +44(0) 800 029 3050
 Per Widerström, CEO

 Sean Wilkins, CFO

 Investor Relations                              ir@evokeplc.com

 James Finney, Director of IR
 Media                                           Evoke@hudsonsandler.com

 Hudson Sandler

 Alex Brennan / Hattie Dreyfus / Andy Richards   +44(0) 207 796 4133

 

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.

The Notes will be offered in reliance on an exemption from registration under
Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act in offshore
transactions. There is no assurance that the Offering will be completed or, if
completed, as to the terms on which it is completed. The Notes to be offered
have not been registered under the Securities Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United States
absent registration or unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other applicable
securities laws. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale would be unlawful.

 

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the securities or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the securities
or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation. The preliminary offering memorandum
prepared in connection with the Offering is not a prospectus for the purposes
of the Prospectus Regulation.

 

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UK"). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a "retail client" as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a "customer" within the meaning of the provisions of the
United Kingdom Financial Services Markets Act 2000 (as amended, "FSMA") and
any rules or regulations made thereunder to implement Directive (EU) 2016/97,
where that customer would not qualify as a "professional client" as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a "qualified investor" as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation. The preliminary offering
memorandum prepared in connection with the Offering is not a prospectus for
the purposes of the UK Prospectus Regulation.

 

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Prospectus Regulation or otherwise.

 

The offer and sale of the Notes will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a prospectus for
offers of securities.

 

In the United Kingdom, this announcement is directed only persons who (i) have
professional experience in matters relating to investments and who qualify as
investment professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order, or (iii) are persons to whom an invitation
or inducement to engage in investment activity (within the meaning of FSMA) in
connection with the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This announcement is directed only at
relevant persons, and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.

 

MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail investors in EEA.

 

UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID - Manufacturer target
market (UK MIFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No UK PRIIPs key
information document (KID) has been prepared as not available to retail
investors in the United Kingdom.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

 

 

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