12 August 2026

 evoke Plc 

("evoke" or "the Group") 

H1 2026 Interim Results

Resilient underlying performance with decisive actions mitigating significant additional duties

Recommended acquisition by Bally's Intralot progressing as planned with no change to expected completion timeline

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 2026 ("H1-26" or the "Period").

*Non-meaningful figure

Financial highlights:

·     Group revenue of £887.5m, an increase of 2% on a like-for-like basis excluding the impact of approximately 270 fewer retail shops compared with the prior-year period, and stable on a reported basis: 

·   UK&I Online revenue increased by 4%, including 7% growth in gaming, driven by continued strong performance from William Hill. Revenue from 888 declined as the Group maintained its strategic focus on profitability and customer economics rather than pursuing lower-return volume

·   International revenue declined by 2%, with strong growth in Italy, up 21%, and Denmark, up 13%, offset by weaker performance in Spain, Romania and Rest of World markets

·  Retail revenue increased by 4% on a like-for-like basis, supported by the prior year rollout of gaming machines as well as improvements to self-service betting terminals including the deployment of 2,000 new cabinets, with encouraging underlying market-share trends. On a reported basis revenue declined by 3%, reflecting the smaller estate

·      Adjusted EBITDA was £150.2m, in line with expectations and reflecting significantly improved underlying profitability year-on-year offset by a £46m year-on-year increase in gaming duties, predominantly in the UK. Over half of this gross duty headwind during the period was offset through lower but more effective marketing investment, improved promotional efficiency and operational cost savings

·      On a reported basis, EBITDA was down 12% reflecting the Adjusted EBITDA drivers outlined above, together with slightly higher exceptional costs, primarily related to the retail closure programme and strategic review

·      Cash (excluding customer balances) was £105.6m at 30 June 2026, with ample total liquidity of approximately £150m including undrawn RCF of £43m. Net leverage increased from 5.2x at year end to 5.6x at 30 June 2026 reflecting the impact of higher gaming duties on Adjusted EBITDA and c.£37m increase in net debt, primarily driven by one-off items and cash outflows

Strategic progress:

·    Evolved strategic priorities in response to the new UK duty framework with core principles unchanged: sustainable profitable revenue growth, operating efficiency, and disciplined capital allocation

·    Continued progress against delivering leading distinct brands and product, including successful FIFA 2026 World Cup, which started prior to the Period end and saw strong customer engagement

·     Decisive action taken to mitigate the increased gaming duties, offsetting over half of the gross year-on-year increase in gaming duties through commercial and operational actions

·      Continued selective investment in data, automation and AI capabilities to support long-term efficiency and growth

·     Closure of c.200 retail shops in May 2026, prioritising investment in the remaining locations and improving profitability of the estate while ensuring long-term sustainability

Current trading and outlook:

·    Trading since the period end has remained in line with management expectations with strong levels of engagement throughout the FIFA World Cup providing a good foundation ahead of the upcoming football season

·    Considering the recommended acquisition by Bally's Intralot, the Board is not providing forward-looking financial guidance

Recommended acquisition by Bally's Intralot:

·     On 5 June 2026, the Board announced that it had reached agreement on the terms of a recommended acquisition of evoke by Bally's Intralot S.A. ("Intralot")

·     The transaction followed the comprehensive strategic review initiated by the Board after the significant increases in UK gaming duties announced in November 2025. Having evaluated a broad range of alternatives, the Board concluded that the recommended acquisition represented the most attractive and deliverable proposal available to evoke and its shareholders

·    The recommended acquisition remains subject to the relevant shareholder, regulatory and other approvals, including approval by evoke shareholders at the court meeting and general meeting scheduled for 17 August 2026

·     Subject to satisfaction or waiver of the relevant conditions, completion continues to be expected in the fourth quarter of 2026 or the first quarter of 2027

Per Widerström, CEO of evoke, commented:

"The first half demonstrated the resilience of the business in a significantly more challenging operating environment following substantial increases in gaming duties introduced across some of our core markets, most notably in the UK. We responded decisively, focusing on the areas within our control. As a result of the significant operational improvements we have implemented across the business in recent years, coupled with the successful mitigation of a meaningful proportion of the increased duty costs, we have been able to maintain operational momentum, deliver like-for-like revenue growth, and protect profitability and cash generation.

Following the Board's strategic review, in June we announced the recommended acquisition of evoke by Bally's Intralot. The Board unanimously concluded that the transaction represents the most attractive and deliverable outcome for shareholders, while providing a stronger long-term capital structure for the business.

Until completion, our priorities remain unchanged. We continue to focus on serving our customers, supporting our colleagues, maintaining disciplined execution and delivering strong cash generation."

Notes

¹ Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and excluding share-based payment charges, foreign exchange, fair value gains and any exceptional items which are typically non-recurring in nature. 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.

² 2025 has been restated to reflect prior year adjustments. See note 1 to the condensed financial statements for further information.

Enquiries and further information:

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

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 financial performance published by evoke. 

Chief Executive officer's review 

Overview

The first half of 2026 was characterised by a significant change in the external operating environment following the substantial increases in gaming duties across a number of our core regulated markets, most notably the UK. Against this backdrop, we adapted quickly and decisively to reposition our strategic focus and ensure successful operational execution of our mitigating actions. The plans are working and during the Period the business has demonstrated good resilience, delivering stable Group revenue and protecting profitability and cash generation.

While the higher duty rates reduced Adjusted EBITDA year-on-year, the actions we implemented across marketing, promotional investment and our operating cost base successfully offset over half of the gross increase in gaming duties during the period. These actions, together with continued commercial discipline, resulted in particularly strong profitability growth in UK&I Online despite the introduction of the new UK duty rates from April.

During the Period the Board announced the recommended acquisition of evoke by Bally's Intralot following the comprehensive strategic review initiated following the UK Government's announcement in November 2025 of significant duty changes. While the transaction is progressing according to plan, it remains subject to shareholder, regulatory and other approvals and our operational priorities remain unchanged.

Executing our strategic priorities

Following the UK duty changes announced last November, we refined our operational priorities to reflect the more challenging external environment. While our immediate focus has evolved, our underlying strategic principles remain unchanged: delivering profitable revenue growth, improving operating efficiency and maintaining disciplined capital allocation.

1. Deliver profitable revenue growth

Group revenue was stable despite operating with a significantly smaller retail estate and increased by 2% on a like-for-like basis. UK&I Online delivered strong profitable growth, supported by continued momentum in William Hill gaming and our focus on marketing efficiency. International performance was more mixed, with strong growth in Italy and Denmark offset by softer trading elsewhere. Retail continued to perform well following the investments made last year and the recent estate rationalisation programme, with encouraging like-for-like growth and underlying trends in a tough market environment. Further divisional detail is discussed in the CFO Report.

2. Improve operating efficiency and mitigate higher duties

The most significant challenge during the first half was the increase in gaming duties in some of the Group's core markets, most notably the UK, as well as Romania and Italy. These changes increased our costs by £46m year-on-year.

As outlined when the UK duty changes were announced, we acted quickly to implement a broad mitigation programme. This has included more disciplined marketing investment, improved promotional efficiency, structural operating cost reductions and continued optimisation of the business.

The results from the first half demonstrate that these actions are delivering. While the additional duties reduced Group profitability, we successfully offset over half of the gross year-on-year impact during the Period. UK&I Online provides the clearest example of this, with Adjusted EBITDA increasing by 28% despite the introduction of the higher UK duty rates from 1 April 2026.

Alongside these near-term actions, we continue to invest selectively in the capabilities that will improve the long-term efficiency of the business. During the first half we continued embedding greater automation, enhanced data-driven decision making and AI-enabled operational improvements across a number of functions, supporting both customer experience and operating efficiency.

3. Disciplined capital allocation

The more challenging operating environment has reinforced the importance of disciplined capital allocation and strong cash generation.

Underlying free cash flow generation remained healthy during the first half, while net debt increased due to the higher duty burden and exceptional items, including costs associated with the retail closure programme and strategic review. We remain disciplined in allocating capital towards the highest-return opportunities across the business while protecting liquidity and maintaining balance sheet resilience.

Recommended acquisition by Bally's Intralot S.A.

On 5 June 2026, the Board announced that it had reached agreement on the terms of a recommended acquisition of evoke by Bally's Intralot S.A. ("Intralot").

The recommendation followed the comprehensive strategic review that evaluated the full range of strategic alternatives available to the Group. The Board unanimously concluded that the recommended acquisition represented the most attractive and deliverable proposal available to shareholders while providing a clearer path to a more sustainable capital structure.

The transaction remains subject to shareholder, regulatory and other approvals and is currently expected to complete in the fourth quarter of 2026 or the first quarter of 2027.

While the recommended acquisition progresses, our priorities remain clear and we are fully focused on operating the business with discipline, serving our customers, supporting our colleagues and maintaining momentum across all of our operations.

CHIEF FINANCIAL OFFICER'S REPORT - BUSINESS & FINANCIAL REVIEW 

INTRODUCTION

Against the backdrop of a significantly more challenging operating environment as a result of the substantial increases in gaming duties across some of our core markets, particularly the UK, the business delivered a resilient financial performance. This reflects the decisive commercial and operational actions taken following the UK duty changes announced in November 2025 and which began to impact from 1 April 2026.

Our financial priorities have evolved accordingly. We remain focused on driving profitable revenue growth, improving operating efficiency and maintaining disciplined capital allocation, while placing greater emphasis on cash generation and balance sheet resilience. The first half demonstrates encouraging progress against each of these priorities.

Group revenue was stable year-on-year at £887.5m and increased by 2% on a like-for-like basis given we are operating with approximately 270 fewer retail shops than the prior year. Adjusted EBITDA was £150.2m, down 9.5%, reflecting a c.£46m year-on-year increase in gaming duties. Pleasingly, the mitigation actions implemented across the business offset over half of this gross duty headwind during the period, demonstrating the effectiveness of the commercial and operational measures introduced over recent months, which extend beyond simple short-term cost reductions.

Marketing discipline remained a key contributor to performance during the first half. We continued to focus investment on the highest-return opportunities, improving promotional efficiency and customer economics while maintaining strong customer engagement. This approach was particularly evident within UK&I Online, where William Hill continued to perform strongly and 888 remained focused on improving profitability rather than pursuing lower-return revenue.

Alongside these commercial actions, we have continued to manage the operating cost base carefully. The retail estate rationalisation programme substantially completed during the period, creating a more efficient and sustainable estate, while broader cost optimisation initiatives continue to improve operational efficiency across the Group.

Cash generation and disciplined capital allocation remain central to our financial approach. The business generated £85m of underlying free cash flow during the period, supporting broadly stable net debt despite the increased duty burden and the exceptional costs associated with the retail estate rationalisation programme and strategic review. Leverage increased to 5.6x, principally reflecting the reduction in last-twelve-month Adjusted EBITDA as a result of the higher gaming duties.

While the recommended acquisition by Bally's Intralot announced during the period provides a different strategic context, it does not change our day-to-day financial priorities. Until completion, we remain focused on disciplined execution, maintaining liquidity, protecting cash generation and carefully allocating capital as we navigate a more challenging external environment.

Overall, the first half reflects both the financial impact of the higher duty environment and the resilience of the business in adapting to it. The actions taken during the Period have strengthened the quality of earnings, improved the efficiency of the operating model and leave the business well positioned to continue executing against its revised financial priorities.

SUMMARY

Group revenue for H1 2026 was £887.5 million, broadly unchanged year-on-year, with like-for-like growth of 2% excluding the impact of the retail estate rationalisation programme.

UK&I Online revenue increased 4%, driven by continued strong gaming growth at William Hill. Revenue from 888 continued to decline as we maintained our deliberate focus on profitability and customer economics rather than pursuing lower-return volume. While sports revenue remained under pressure, the division delivered strong growth in Adjusted EBITDA, demonstrating the benefit of improved marketing efficiency and commercial discipline.

International revenue declined 2%, although performance varied considerably across markets. Italy and Denmark both delivered another strong period of double-digit growth, supported by continued product improvements and localisation initiatives. These performances were offset by weaker trading in Spain, Romania and Rest of World markets, with Adjusted EBITDA further impacted by higher gaming duties and a shift in geographic revenue mix towards higher duty locations.

Retail revenue declined 3% on a reported basis. This reflected the smaller estate following the closure of approximately 270 shops over the past twelve months. On a like-for-like basis, revenue increased 4% supported by continued strength from the gaming machines rolled out last year, together with 2,000 new self-service betting terminals including improvements to the sports experience delivering encouraging underlying market-share trends. Retail Adjusted EBITDA increased despite the smaller estate, demonstrating the benefits of concentrating investment in a more productive portfolio.

Further segmental details and performance trends are discussed later within the segmental review.

Adjusted EBITDA for the first half was £150.2m, a decrease of £15.7m year-on-year. The principal driver of the reduction was the £46m increase in gaming duties. This was partially offset through lower but more effective marketing investment, improved promotional efficiency and continued operational cost savings, with UK&I Online and Retail both delivering year-on-year growth in Adjusted EBITDA despite the higher duty environment.

Reported EBITDA decreased to £124.8 million from £141.3 million in the prior year, reflecting the lower Adjusted EBITDA together with higher exceptional costs, principally relating to the retail estate rationalisation programme, strategic review and ongoing integration and transformation activities.

The reported loss after tax of £70.2 million primarily reflects the reported EBITDA described above, together with non-cash purchase price amortisation and finance costs associated with the largely debt-funded acquisition of William Hill.

 Reconciliation of Statutory EBITDA to Adjusted EBITDA, Adjusted profit before tax and Adjusted profit after tax

* EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

** Statutory Operating expenses of £310.9m includes Operating expenses of £274.3m (being the Operating expenses of £387.4m less Depreciation and amortisation of £113.1m) and Exceptional items - operating expenses of £36.6m per the Consolidated Income Statement

*** Depreciation and amortisation of £113.1m (H1 2025: £102.2m) has been separated from Operating expenses of £387.4m per the Consolidated Income Statement.

**** Foreign exchange within adjustments of £12.1m gain within Operating expenses and £0.3m loss within Finance income and expenses.

*****Taxation in H1 2025 has been restated from £13.0m credit to a credit of £7.6m, primarily reflecting a prior year adjustment in respect of provisions for Uncertain Tax Positions on the Group's Transfer Pricing regime.

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-based payment 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 £887.5m for H1 2026, in line with H1 2025, primarily due to factors discussed above.

Revenue from sports betting was £279.2m, representing a 4.7% decline year-over-year. Stakes were down 9.0%, with an increase in betting net win margin from 12.7% to 13.2%. The reduction in staking volumes primarily reflects International markets where the sports product has fallen behind competition in key markets like Italy, Denmark and Spain. However, sports makes up a small proportion of the total revenue in these markets. Gaming revenue of £608.3m was up 2.3% year-over-year, primarily reflecting a strong performance in UK&I Online driven by William Hill Vegas.

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 increased to £335.1m from £295.0m. The increase in cost of sales, both in absolute terms and as a percentage of revenue, primarily reflects the increased duty rates in UK Online, Romania and Italy.

Gross profit

Gross profit decreased to £552.4m from £592.8m, alongside a decrease in the gross margin from 66.8% to 62.2% driven by the increased duty rates 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. The period saw significant marketing optimisation as part of the mitigation actions in response to increased duties, with marketing spend decreasing by 18.5% from £142.1m in H1 2025 to £115.8m. This represents a marketing to revenue ratio (marketing ratio) of 13.0% (H1 2025: 16.0%).

Operating expenses

Operating expenses mainly comprise of employment costs, property costs, technology services and maintenance, and legal and professional fees. Operating expenses increased to £310.9m from £310.2m in H1 2025 with cost optimisation initiatives more than offset by inflation and increased staff bonus accruals compared to the prior year.

EBITDA & Adjusted EBITDA

Reported EBITDA decreased by 11.7% from £141.3m to £124.8m and includes £25.4m of exceptional costs, being £36.6m of exceptionals primarily related to integration and transformation costs, offset by gains on foreign exchange. On an adjusted basis, the decrease was 9.5% from £165.9m to £150.2m, with an Adjusted EBITDA margin of 16.9% compared to 18.7% in H1 2025 primarily driven by decreased gross profit margin, partially offset by reduced marketing spend.

Finance Income and Expenses

Net finance expenses of £91.7m (H1 2025: £116.8m) related predominantly to the interest on borrowings, which is net of foreign exchange. The finance expense resulting from leases was £2.7m (H1 2025: £3.6m). The finance income from hedging activities was £0.8m (H1 2025: £8.8m expense) predominantly due to foreign exchange movements.

(Loss)/profit before tax

The net loss before tax for H1 2025 was £80.0m (H1 2025: net loss before tax of £77.7m). On an adjusted basis, the net profit before tax was £0.7m (H1 2025: net profit before tax of £12.6m), reflecting the decreased Adjusted EBITDA as described above.

Taxation

The Group recognised a tax credit of £9.8m on a loss before tax of £80.0m, giving an effective tax rate of 12.%. 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 14.2%. 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 2026 was £70.2m (H1 2025: net loss of £70.1m as restated). On an adjusted basis, the net profit for H1 2025 increased to £1.9m from a net profit of £nil, after restatement, in H1 2025, reflecting the items discussed above.

Earnings per share

Basic loss per share increased to (15.6)p (H1 2025: restated loss per share of (15.5)p) due to decreased profit across H1 2026. On an adjusted basis, basic profit per share was 0.4p (H1 2025: restated (nil) profit). 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 2026 (H1 2025: 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:

UK & Ireland (UK&I)

UK&I Online

Revenue increased by 3.5% to £348.1m driven by growth in gaming revenue of 6.7% reflecting double-digit growth in William Hill, which was positively influenced by product improvements and more effective bonusing, offset by declines in 888 due to focus on profitability. Betting revenue was down 2.4%, partly reflecting ongoing market dynamics.

Adjusted EBITDA increased by £17.0m to £77.0m, primarily driven by more effective bonusing, together with a reduction in marketing costs as part of the Group's mitigation actions in response to the increased gaming duties.

Retail

Retail revenue decreased by 2.6% to £245.6m as a result of store closures, with like-for-like revenue increasing by 4%. Betting revenue declined by 3% as a result of an 8% decrease in stakes, offset by a 1.0 percentage point increase in net win margin, reflecting optimised pricing initiatives. Gaming revenue declined by 2% with good underlying performance of the new cabinets.

Despite the revenue decline and a high proportion of fixed costs in the retail business, Adjusted EBITDA increased by 5.4% to £31.2m as a result of closing loss-making shops and restructuring the retail operating model. 

There were 1,024 shops open at the end of H1 2026 compared to 1,302 at the end of H1 2025 representing a 21.4% reduction.

International

International revenue decreased by 1.9% to £293.8m reflecting strong performance in Italy (+21%) and Denmark (+13%) offset by declines in Spain, Romania and Rest of World markets. Italy growth reflects strong 888casino performance, with continued market share gains. Denmark year-over-year growth benefits from the product improvements and platform migration in H1 2025. Spain performance is linked to a highly competitive market following the relaxation of advertising and promotional rules in the prior year, with the Group's product and marketing capabilities in need of further improvement to generate sufficient returns on investment. Romania is seeing declines since the significant increase in gaming duty in Q3 2025, which alongside a recession is causing overall market weakness, with the Group adjusting its marketing and promotional efforts to protect profitability.

Adjusted EBITDA decreased by £17.9m (-20.9%) compared to H1 2025 primarily reflecting the increased duties in Romania and Italy, together with a shift in market mix towards more regulated markets and markets with higher duty rates, with an associated reduction in gross margin as a result.

Corporate costs

Corporate costs were £25.6m in H1 2026 compared to £9.2m in H1 2025. The increase is primarily due to accruals for staff bonuses (with no accrual in the prior year) together with timing of certain balance sheet accrual movements in both the current and prior year.

EXCEPTIONAL ITEMS AND ADJUSTMENTS

Operating exceptional items in the year totalled £36.6m in H1 2026 compared to £12.7m in H1 2025.

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 £35.1m of costs relating to the integration and transformation programme. This includes £7.3m costs relating to our AI and technology improvement programme, £7.3m of strategic review costs, £4.4m entity rationalisation costs, £0.5m oracle integration costs, £2.2m of redundancy costs, and £15.2m of retail rationalisation costs. 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 2025, there were a total of £12.4m of costs relating to the integration programme, including £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 Group incurred £1.5m of corporate transaction costs during H1 2026 primarily related to historical or ongoing M&A projects. The 2025 amounts relate to legal fees associated with the closure of the US B2C business.

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 £46.6m (H1 2025: £39.8m) 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 gains of £12.1m (foreign exchange loss of £29.2m in H1 2025), amortisation of finance fees of £8.7m (£8.0m in H1 2025), and share based payments of £0.9m (£nil in H1 2025).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION              

Non-current assets decreased by £49.2m to £1,653.7m compared to £1,702.9m at FY 2025, predominantly due to amortisation on the intangible assets and depreciation on tangible assets.

Current assets are £367.3m, a decrease of £30.7m compared to £398.0m at FY 2025. Within this, income tax receivable increased to £27.0m from £24.4m at FY 2025, cash and cash equivalents decreased by £29.7m to £201.6m from £231.3m, trade and other receivables fell by £4.2m to £128.1m from £132.3m at FY 2025 and trade derivatives increased to £10.6m from £10.0m at FY 2025.

Current liabilities decreased by £33.7m from £704.7m at FY 2025 to £671.0m at H1 2026. Within this, trade and other payables have decreased by £12.8m to £386.3m, which includes £96.0m of customer deposits compared £102.9m at FY 2025, provisions increased by £7.1m from £17.7m at FY 2025 to £24.8m at H1 2026 primarily due to the shop closure provisions. Borrowings within current liabilities have decreased to £nil, driven by the repayment of the £10.5m Senior unsecured Notes that were due in 2026. Current derivatives have decreased to £57.9m from £62.5m at FY 2025 mainly driven by a reduction in the Group's cross-currency hedge liability. Customer liabilities decreased by £6.9m from £102.9m at FY 2025. Income tax payable at HY 2026 was £77.9m, a decrease of £4.5m from FY 2025 and lease liabilities decreased by £1.5m to £28.1m from £29.6m at FY 2025. 

Non-current liabilities were £2,101.5m, an increase of £31.2m from the balance of £2,070.3m at FY 2025. Borrowings within non-current liabilities increased by £48.4m to £1,837.7m compared to £1,789.3m at FY 2025, mainly as a result of £38m drawdown on the Group's RCF. Deferred tax liability decreased by £9.6m to £70.6m, mainly driven by the unwind of deferred tax on the acquisition accounting. Additionally, provisions of £135.6m, an increase of £0.2m from £135.4 at FY 2025, are currently recognised as non-current liabilities, these are mostly made up of Austrian & German customer claims provisions as well as the US exit provision. Long term lease liabilities were £57.1m, a decrease of £8.0m from £65.1m at FY 2025.

Net liabilities of £751.5m was an increase of £77.4m compared to £674.1m at FY 2025.

CASH FLOWS

Overall, the Group had a cash outflow of £29.7m in the Period, compared to an outflow of £22.5m in H1 2025. This resulted in a cash balance of £201.6m as at 30 June 2025 (£242.9m at 30 June 2025), although this included customer deposits and other restricted cash of £96.0m such that unrestricted cash available to the Group was £105.6m (H1 2025: £121.0m).

Cash flow from operations was a £106.9m inflow compared to an inflow of £139.3m in H1 2025, with the H1 2026 inflow predominantly due to the reduction in cash generated from operating activities as a result of the reduction in operating profit in HY 2026.

Capital expenditure was £50.9m in H1 2026 (£49.2m in H1 2025) with continued investment in product development and revenue generative activities, together with investment in the remaining retail estate to support the shop closure programme.

Included within net movement in borrowings is £22.3m of payments of lease liabilities.

As at 30 June 2026, £157.0m was drawn on the RCF, with £43.0m undrawn facility available.

Net interest paid of £88.9m (£103.6m in H1 2025) predominantly related to the borrowings undertaken.

Other movements comprised foreign exchange differences on retranslation of £0.2m.

NET DEBT

The gross borrowings balance as at 30 June 2026 was £1,919.8m (£1,896.4m in FY 2025). The earliest maturity of this debt is in 2028, which is £781.0m, with the remainder of the debt maturing across 2030 and 2031. In addition to this, the Group has access to a £200m Revolving Credit Facility, available until 2028. Total drawings on the RCF were £157m at 30 June 2026 (£116m at 31 December 2025).

Loan transaction fees have reduced from £41.4m to £32.7m reflecting the amortisation of finance fees.

The net debt balance at 30 June 2026 was £1,899.4m with a net debt to EBITDA ratio of 5.6x. This compares to £1,862.7m and 5.2x respectively as at 31 December 2025 with lower LTM EBITDA increasing 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 2025 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 is undertaking strategic change against a backdrop of structural changes in the UK gambling tax environment, evolving regulation and ongoing transformation activity. There is a risk that the Group is unable to execute strategic change at the required pace or with sufficient coordination to protect long-term profitability, competitiveness and stakeholder confidence.

Execution risk is heightened by concurrent transformation initiatives, cross-functional dependencies and the need to balance operating leverage, investment in technology and disciplined deleveraging. Failure to execute effectively could result in sustained margin compression, reduced market share, misalignment between cost base and revenue profile, and constrained capacity to invest for long-term growth. 

ESG Risks 

The Group faces ESG-related risks, including the potential for adverse impacts from climate-related factors, stakeholder expectations and governance requirements. ESG performance can affect brand, reputation, access to capital and the Group's ability to attract and retain colleagues.

Climate-related risk is primarily driven by the Group's supply chain, where the majority of emissions arise through Scope 3. The risk includes incomplete or inconsistent supplier data, slower-than-expected progress against targets, and increasing reporting expectations. 

Tax Risks 

The Group operates in several jurisdictions, each with different and often complex tax rules. Group tax risks may arise as a result of a number of factors, including transfer pricing and intercompany management, tax authority audits and interpretation, compliance, corporate governance and business operational alignment, and changes in tax legislation. This includes corporate income tax, indirect tax, gaming tax, and other taxes.

Such risks may lead to consequences such as reduced EBITDA (in relation to indirect taxes and gaming taxes), a higher effective tax rate (in relation to corporate income taxes), increased cash tax outflows, material uncertainty as to final outcomes, and higher compliance costs.

Leverage Risks 

The Group's leverage position and debt structure may constrain financial flexibility and resilience to external shocks. Earnings underperformance, adverse foreign exchange movements, increased funding costs or delayed delivery of planned efficiencies could increase refinancing or covenant risk and limit discretionary investment. The change in the external operating environment as a result of UK duty changes could impact the Group's liquidity as well as its ability to refinance the debt as it falls due, as further described in the going concern and viability statement. 

People Risks 

The Group's ability to deliver its strategic objectives depends on attracting, retaining and engaging colleagues with the appropriate skills and experience. In a period of organisational change, reprioritisation and delivery focus, there is a risk that reduced engagement, transformation fatigue or misaligned behaviours impact performance, decision-making quality and control effectiveness.

Sustained change can place pressure on teams and leaders, potentially affecting collaboration, challenge, risk awareness and the consistency of execution. Failure to maintain a strong and aligned culture may increase operational risk, weaken governance discipline and reduce the effectiveness of strategic delivery.

Third-Party Risks 

The Group relies on third parties to support delivery of critical services, including technology, payments, products, marketing and operational capabilities. There is a risk that supplier disruption, insolvency, performance failure, cyber incidents or non-compliance results in operational outages, regulatory exposure, financial loss or reputational damage.

Third-party risk is heightened where services are concentrated, where dependencies are complex, or where suppliers operate within regulated or data-sensitive environments.

Cyber and Information Security Risks 

The Group faces cyber and information security risk from external attack, internal misuse, technology vulnerabilities and third-party exposure. Cyber incidents could compromise the confidentiality, integrity or availability of systems and data, leading to regulatory sanctions, operational disruption, financial loss and reputational harm.

The threat landscape continues to evolve, including increased sophistication of attacks and continued targeting of online consumer-facing services.

Product & Technology Risks 

The Group's strategy relies on effective technology delivery and platform performance. Integration of legacy systems, modernisation initiatives, scalability constraints and AI/model governance challenges could result in operational incidents, customer disruption or delays to compliance-critical delivery.

Transformation activity can increase operational complexity, with interdependencies across systems, data and third parties. Failure to deliver change safely and reliably could affect customer experience, revenue and regulatory outcomes. 

Regulatory and Compliance Risks 

Compliance with regulatory obligations is critical to maintaining the Group's licences and protecting customers. The Group operates across multiple regulated jurisdictions, with evolving requirements and heightened scrutiny, particularly in relation to safer gambling, marketing, data protection and reporting. Non-compliance could result in financial penalties, licence conditions, operational restrictions or reputational damage.

Anti-Money Laundering Risks  

The Group is exposed to AML and counter-terrorist financing risk due to the inherent attractiveness of online gambling platforms to financial crime. While the Group maintains a mature AML framework, criminal typologies continue to evolve and regulatory expectations remain high. Failures in customer due diligence, monitoring or reporting could lead to enforcement action, financial penalties or reputational damage.

Condensed Consolidated Income Statement

For the six months ended 30 June 2026

The 2025 comparatives have been restated to reflect prior period adjustments (see note 1).

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2026

The 2025 comparatives have been restated to reflect prior period adjustments (see note 1).