Interim report
Page 1
evoke 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 " ) . Reported Adjusted¹ £ millions H1 2026 H1 20252 YOY % H1 2026 H1 20252 YOY % Revenue 887.5 887.8 Flat 887.5 887.8 Flat EBITDA¹ 124.8 141.3 -12 % 150.2 165.9 -10 % ( Loss ) / Profit after tax ( Loss ) / Profit per share ( p ) ( 70.2 ) ( 70.1 ) Flat 1.9 NMF * ( 15.6 ) ( 15.5 ) 1 % 0.4 NMF * * 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 1
Page 2
2 • 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 acqu isition 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 .” Analyst and investor presentation A presentation for analysts and investors will be held remotely at 09:00 (BST) today, hosted by Per Widerström (Chief Executive Officer) and Sean Wilkins (Chief Financial Officer). A live webcast of the presentation including Q&A will be available via the website: https://www.evokeplc.com/ or on https://b.link/EVOK_HY26. This will be available for playback after the event. 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 Financia l Reporting Standards, they may not be directly comparable with other companies’ APMs. The Directors believe these APMs provide additional useful information for understandi ng performance of the Group. They are used to enhance the comparability of informat ion 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.
Page 3
3 Enquiries and further information: evoke Plc +44(0) 800 029 3050 Per Widerström, CEO Sean Wilkins, CFO Investor Relations James Finney, Director of IR Media ir@evokeplc.com evoke@hudsonsandler.com Hudson Sandler Alex Brennan / Andy Richards +44(0) 207 796 4133 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 regardi ng 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 w ill 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 liqu idity 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, affili ates 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.
Page 4
4 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 profitabilit y 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 elsew here. 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 2 8% 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 A I-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”).
Page 5
5 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.
Page 6
6 CHIEF FINANCIAL OFFICER’S REPORT – BUSINESS & FINANCIAL REVIEW INTRODUCTION Against th e 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 £887.5 m 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 perfo rmances 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.
Page 7
7 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 Adjusted results Exceptional items and adjustments **** Statutory results H1 2026 £’m H1 2025 £’m H1 2026 £’m H1 2025 £’m H1 2026 £’m H1 2025 £’m Revenue 887.5 887.8 - - 887.5 887.8 Cost of sales (335.1) (295.0) - - (335.1) (295.0) Gross profit 552.4 592.8 - - 552.4 592.8 Marketing expenses (115.8) (142.1) - - (115.8) (142.1) Operating expenses** (285.5) (285.6) (25.4) (24.6) (310.9) (310.2) Share of post-tax profit of equity accounted associate (0.9) 0.8 - - (0.9) 0.8 EBITDA* 150.2 165.9 (25.4) (24.6) 124.8 141.3 Depreciation and amortisation*** (66.5) (62.4) (46.6) (39.8) (113.1) (102.2) Profit before interest and tax 83.7 103.5 (72.0) (64.4) 11.7 39.1 Finance income and expenses (83.0) (90.9) (8.7) (25.9) (91.7) (116.8) (Loss)/Profit before tax 0.7 12.6 (80.7) (90.3) (80.0) (77.7) Taxation***** 1.2 (12.6) 8.6 20.2 9.8 7.6 (Loss)/Profit after tax Attributable to: Equity holders of the parent Non-controlling interests 1.9 1.9 - - - - (72.1) (72.1) - (70.1) (69.9) (0.2) (70.2.) (70.2) (70.1) (69.9) (0.2) Basic earnings per share 0.4 - (15.6) (15.5) * 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, an d are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standard s, 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.
Page 8
8 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 £2 79.2m, 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 1 3.2%. 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 s ignificant 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 gain s 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 202 5: £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
Page 9
9 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 announce d following the acquisition of William Hill. Income statement by Segment The below tables show the Group’s performance by segment: Revenue Adjusted EBITDA H1 2026 H1 2025 Change from % of reported Revenue (HY 2026) H1 2026 H1 2025 Change from % of Adjusted EBITDA (H1 2026) £'m £'m previous year £'m £'m previous year Retail 245.6 252.2 (2.6)% 27.7% 31.2 29.6 5.4% 20.8% UK&I Online 348.1 336.2 3.5% 39.2% 77.0 60.0 28.3% 51.3% Total UK & I 593.7 588.4 0.9% 66.9% 108.2 89.6 20.8% 72.1% International 293.8 299.4 (1.9)% 33.1% 67.6 85.5 (20.9)% 45.0% Corporate - - - - (25.6) (9.2) 178.3% (17.1%) Total 887.5 887.8 0.0% 100.0% 150.2 165.9 (9.5)% 100.0% 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 £1 7.0m 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 f rom 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 m arketing 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 202 6 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.
Page 10
10 EXCEPTIONAL ITEMS AND ADJUSTMENTS Operating Exceptional items H1 2026 H1 2025 £'m £'m Integration and transformation costs 35.1 12.4 Corporate transaction related costs 1.5 0.3 Total exceptional items before interest and tax 36.6 12.7 Interest expense on US exit provision - 0.6 Total exceptional items before tax 36.6 13.3 Tax on exceptional items (6.0) (1.9) Total exceptional items 30.6 11.4 Adjustments: Amortisation of finance fees 8.7 8.0 Amortisation of acquired intangibles 46.6 39.8 Foreign exchange (gain)/loss (12.1) 29.2 Share based payments charge 0.9 - Total Adjustments before tax 44.1 77.0 Tax on adjustments (2.6) (18.3) Total Adjustments 41.5 58.7 Total exceptional items and adjustments 72.1 70.1 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 202 6 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, totalin g £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).
Page 11
11 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 £3 67.3m, 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 £132.3 m 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 H1 2026 H1 2025 £’m £’m Cash generated from operating activities before working capital 129.1 157.6 Working capital movements (22.2) (18.3) Net cash generated from operating activities 106.9 139.3 Disposals - 3.6 Capital expenditure (50.9) (49.2) Net movement in borrowings incl loan transaction fees (35.0) (18.7) Drawdown/(repayment) of RCF 38.0 (14.0) Net interest paid (88.9) (103.6) Other movements in cash incl FX 0.2 20.1 Net cash outflow (29.7) (22.5) Cash balance 201.6 242.9 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 £1 06.9m inflow compared to an inflow of £ 139.3m in H1 202 5, with the H1 202 6 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 202 6 (£49.2m in H1 202 5) 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.
Page 12
12 NET DEBT H1 2026 FY 2025 £'m £'m Borrowings (1,837.7) (1,799.8) Loan transaction fees (32.7) (41.4) Derivatives (49.4) (55.2) Gross Borrowings (1,919.8) (1,896.4) Lease liability (85.2) (94.7) Cash (excluding customer balances) 105.6 128.4 Net Debt (1,899.4) (1,862.7) LTM pro forma Adjusted EBITDA 340.4 356.2 Leverage 5.6x 5.2x The gross borrowings balance as at 30 June 202 6 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 20 30 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.
Page 13
13 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 requ ired 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. Earni ngs 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, marketi ng and operational capabilities. There is a risk that supplier disruption, insolvency, performance failure, cyber incidents or n on- compliance results in operational outages, regulatory exposure, financial loss or reputational damage.
Page 14
14 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 relatio n to saf er 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.
Page 15
15 Condensed Consolidated Income Statement For the six months ended 30 June 2026 Six months ended 30 June Six months ended 30 June 2026 2025 £m £m Note (unaudited) (unaudited, restated) Revenue 2 887.5 887.8 Gaming duties (233.4) (187.0) Other cost of sales (101.7) (108.0) Cost of sales (335.1) (295.0) Gross profit 552.4 592.8 Marketing expenses (115.8) (142.1) Operating expenses (387.4) (399.7) Share of post-tax (loss)/profit of equity accounted associate (0.9) 0.8 Exceptional items – operating expenses 3 (36.6) (12.7) Operating profit 11.7 39.1 Adjusted EBITDA1 150.2 165.9 Exceptional items – operating expenses 3 (36.6) (12.7) Foreign exchange differences gain/(loss) 12.1 (11.9) Share benefit charge (0.9) - Depreciation and amortisation (113.1) (102.2) Operating profit 11.7 39.1 Finance income 1.4 1.1 Finance expenses 5 (93.1) (117.9) Loss before tax (80.0) (77.7) Taxation 6 9.8 7.6 Loss after tax (70.2) (70.1) Attributable to: Equity holders of the parent (70.2) (69.9) Non-controlling interests - (0.2) Loss for the period (70.2) (70.1) Loss per share Basic (pence) 4 (15.6) (15.5) Diluted (pence) 4 (15.6) (15.5) The 2025 comparatives have been restated to reflect prior period adjustments (see note 1).
Page 16
16 Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2026 Six months ended 30 June Six months ended 30 June 2026 2025 £m £m (unaudited) (unaudited, restated) Loss for the period (70.2) (70.1) Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations (6.5) (10.1) Movement in cash flow hedging position (0.7) 1.3 Total other comprehensive loss for the period (7.2) (8.8) Total comprehensive loss for the period attributable to equity holders of the parent (77.4) (78.7) Total comprehensive loss for the period attributable to non-controlling interests - (0.2) The 2025 comparatives have been restated to reflect prior period adjustments (see note 1).
Page 17
17 Condensed Consolidated Balance Sheet At 30 June 2026 30 June 31 December 2026 2025 £m £m Note (unaudited) (audited) Assets Non-current assets Goodwill and other intangible assets 1,465.8 1,502.6 Right-of-use assets 68.5 77.3 Property, plant and equipment 51.7 54.3 Investment in sublease 1.2 1.2 Investments in associates 31.9 32.8 Deferred tax assets 34.6 34.7 1,653.7 1,702.9 Current assets Cash and cash equivalents1 201.6 231.3 Trade and other receivables 128.1 132.3 Income tax receivable 27.0 24.4 Derivative financial instruments 10.6 10.0 367.3 398.0 Total assets 2,021.0 2,100.9 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 5.8 12.3 Hedging reserves (1.3) (0.6) Retained earnings (924.8) (854.6) Total equity attributable to equity holders of the parent (758.0) (680.6) Non-controlled interests 6.5 6.5 Total equity (751.5) (674.1) Liabilities Non-current liabilities Borrowings 7 1,837.7 1,789.3 Severance pay liability 0.5 0.3 Provisions 8 135.6 135.4 Deferred tax liability 70.6 80.2 Lease liabilities 57.1 65.1 2,101.5 2,070.3 Current liabilities Borrowings 7 - 10.5 Trade and other payables 386.3 399.1 Provisions 8 24.8 17.7 Derivative financial instruments 57.9 62.5 Income tax payable 77.9 82.4 Lease liabilities 28.1 29.6 Customer deposits 96.0 102.9 671.0 704.7 Total equity and liabilities 2,021.0 2,100.9 1 Cash and cash equivalents includes customer deposits of £96.0m (31 December 2025: £102.9m) which represent bank deposits matched by customer liabilities of an equal value. Cash and cash equivalents excludes restricted short-term deposits of £29.1m which are presented in Trade and other receivable s (31 December 2025: £33.0m). The condensed consolidated financial statements herein were approved and authorised for issue by the Board of Directors on 11 August 2026 and were signed on its behalf by: Per Widerström Sean Wilkins Chief Executive Officer Chief Financial Officer
Page 18
18 Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2026 Share capital Share premium Treasury shares Foreign currency translation reserve Hedging reserve Retained earnings Non- controlling interests Total £m £m £m £m £m £m £m £m Balance at 1 January 2025 (audited, as reported) 2.2 160.7 (0.6) (3.2) (4.3) (271.2) 20.6 (95.8) Prior year restatement - - - - - (39.5) (12.5) (52.0) Balance at 1 January 2025 (as restated) 2.2 160.7 (0.6) (3.2) (4.3) (310.7) 8.1 (147.8) Loss after tax for the period attributable to equity holders of the parent (as reported) - - - - - (64.5) (0.2) (64.7) Prior year restatement - - - (5.4) - (5.4) Loss after tax for the period attributable to equity holders of the parent (as restated) - - - - - (69.9) (0.2) (70.1) Other comprehensive (loss)/income for the period - - - (10.1) 1.3 - - (8.8) Total comprehensive (loss)/income - - - (10.1) 1.3 (69.9) (0.2) (78.9) Balance at 30 June 2025 (unaudited, restated) 2.2 160.7 (0.6) (13.3) (3.0) (380.6) 7.9 (226.7) Balance at 1 January 2026 (audited) 2.2 160.7 (0.6) 12.3 (0.6) (854.6) 6.5 (674.1) Loss after tax for the period - - - - - (70.2) - (70.2) Other comprehensive loss - - - (6.5) (0.7) - (7.2) Total comprehensive (loss)/income - - - (6.5) (0.7) (70.2) - (77.4) Balance at 30 June 2026 (unaudited) 2.2 160.7 (0.6) 5.8 (1.3) (924.8) 6.5 (751.5) The 2025 comparatives have been restated to reflect prior period adjustments (see note 1). 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.
Page 19
19 Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2026 Six months ended 30 June Six months ended 30 June 2026 2025 £m £m Note (unaudited) (unaudited, restated) Cash flows from operating activities Loss before tax (80.0) (77.7) Adjustments for: Depreciation 25.5 35.9 Amortisation 87.6 66.3 Finance income (1.4) (1.1) Finance expenses 5 93.1 117.9 Income tax (paid)/received (6.1) 19.0 Share of post-tax loss/(profit) of equity accounted associate 0.9 (0.8) Non-cash exceptional items 10.1 0.8 Movement on ante post and other financial derivatives (0.6) (2.7) Cash generated from operating activities before working capital movement 129.1 157.6 Decrease/(increase) in receivables 3.2 (16.3) (Decrease)/increase in customer deposits (7.3) 3.3 Decrease in trade and other payables (38.5) (6.5) Increase in provisions 20.4 1.2 Net cash generated from operating activities 106.9 139.3 Cash flows from investing activities Acquisition of property, plant and equipment (3.2) - Advance consideration related to disposal of business - 3.6 Loans to related parties - (1.6) Interest received 1.4 1.1 Acquisition of intangible assets (47.7) (49.2) Net cash used in investing activities (49.5) (46.1) Cash flows from financing activities Payment of lease liabilities (22.3) (16.5) Interest paid (90.3) (104.7) Drawdown/(repayment) of revolving credit facility 7 38.0 (14.0) Repayment of loans (12.7) (2.2) Net cash used in financing activities (87.3) (137.4) Net decrease in cash and cash equivalents (29.9) (44.2) Net foreign exchange difference 0.2 21.7 Cash and cash equivalents at the beginning of the period 231.3 265.4 Cash and cash equivalents at the end of the period 201.6 242.9 The 2025 comparatives have been restated to reflect prior period adjustments (see note 1). The notes below form part of these condensed consolidated financial statements.
Page 20
20 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 stat ements and should be read in conjunction with the Group’s annual audited consolidated financial statements for the year ended 31 December 2025. The comparatives for the year ended 31 December 2025 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. Prior period restatements During 2025, the Group identified matters relating to prior periods, including the reassessment of certain uncertain tax positions and measurement period adjustments arising from the Winner.ro acquisition. Where these matters represent errors or measurement period adjustments under applicable accounting standards, the Group has restated its previously issued financial statements in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 3 Business Combinations. Accordingly, the Group has restated the opening consolidated statement of financial position as at 1 January 2025 and the comparative results for the six months ended 30 June 2025. Uncertain tax positions At 31 December 2025, the Group identified errors in respect of uncertain tax positions relating to prior periods, resulting from the identification of material unrecognised potential tax exposures, primarily in respect of transfer pricing. Management has cor rected these errors through the recognition of additional provisions for uncertain tax positions, together with related interest and penalties, and the restatement of comparative information for the six months ended 30 June 2025, in accordance with IAS 8. This has resulted in a restatement to increase the tax charge by £5.4m for the six months to June 2025 and by £20.8m for prior years. Winner Acquisition – Measurement Period Adjustments (IFRS 3) During H2 2025, the Group finalised the accounting for the Winner.ro acquisition, which was completed on 11 October 2024. Certain elements of the purchase price allocation had been recognised on a provisional basis in the 2024 financial statements. In accordance with IFRS 3, the Group has retrospectively adjusted these amounts to reflect new information obtained about facts and circumstances that existed at the acquisition date. Finalisation of the purchase price allocation resulted in a reduction in the fair value of identifiable net assets resulting in a £12.5m change in the share attributable to non-controlling interests. The tables below summarise the impact of these restatements on the opening consolidated statement of financial position as at 1 January 2025, and the comparative consolidated income statement for the six months ended 30 June 2025. Impact on Consolidated Income Statement As previously reported 2025 Uncertain Tax Positions Restatement Restated 2025 £m £m £m Loss before Taxation (77.7) (77.7) Taxation 13.0 (5.4) 7.6 Loss after tax (64.7) (5.4) (70.1) Attributable to: Equity holders of the parent (64.5) (5.4) (69.9) Non-controlling interests (0.2) - (0.2) Loss for the period (64.7) (5.4) (70.1) (14.3) (1.2) (15.5)
Page 21
21 Loss per share - Basic (pence) Loss per share - Diluted (pence) (14.3) (1.2) (15.5) Impact on Condensed Consolidated Statement of Comprehensive Income As previously reported 2025 Uncertain Tax Positions Restatement 2025 Restated 2025 £m £m £m Loss for the period (64.7) (5.4) (70.1) Total Comprehensive loss for the period attributable to equity holders of the parent (73.3) (5.4) (78.7) Impact on Opening Consolidated Statement of Financial position (1 January 2025 – restated) As previously reported Impact of remeasurement of IFRS 3 Uncertain Tax Positions Restatement Restated 1 January 2025 1 January 2025 1 January 2025 1 January 2025 £m £m £m £m Equity attributable to the parent (116.4) (13.1) (26.4) (155.9) Equity attributable to non-controlling interests 20.6 (12.5) - 8.1 Total equity / Net assets (95.8) (25.6) (26.4) (147.8) During the year, the Group identified and corrected errors and remeasurement that required the restatement of previously reported amounts in the statement of profit or loss and the statement of financial position. The change did not have an impact on the Group’s operating, investing and financing cash flows. 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 2026, the Group had net liabilities of £751.5m (31 December 2025: £674.1m) and incurred a statutory loss before tax of £80.0m during the six months to 30 June 2026 (six months to 30 June 2025: £77.7m loss). The Group also had net current liabilities of £303.7m (31 December 2025: £306.7m). Context In November 2025, the UK government announced significant increases in UK remote gaming duty that took effect from 1 April 2026, with a new online betting duty to be introduced from April 2027 at a higher rate than the existing duty. These duty increases are expected to have a material adverse impact on the Group’s profitability and cash generation from April 2026, with initial estimates of this additional duty being £125m-135m per annum before mitigations. In response, the Board initiated a strategic review to evaluate options to maximise shareholder value and address the Group’s medium-term capital structure. In June 2026 the Board, together with Bally’s Intralot S.A. (“Intralot”), announced it had reached an agreement on the terms and conditions of a recommended all-share acquisition by Intralot of the entire issued, and to be issued, ordinary share capital of evoke plc (the “Transaction”). At the date of approval of these financial statements, the Transaction remains subject to a number of conditions, including shareholder, court, and regulatory approvals, and accordingly there can be no certainty that the Transaction will complete or as to the timing of completion, albeit the Group is targeting completion of the Transaction in Q4 2026 or Q1 2027. The going concern statement has therefore been prepared in consideration of scenarios in which the Transaction completes and in which it does not. The Directors have assessed whether it is appropriate to prepare the financial statements on a going concern
Page 22
22 basis, based on the Group’s current financing arrangements and cash flow forecasts. The Directors have assessed the Group’s ability to continue as a going concern for a period of 13.5 months from the date of approval of these financial statements (the “going concern period”), being 30 September 2027. Financing and liquidity position The Group currently has a highly leveraged capital structure, with total borrowings of approximately £1.8bn at 30 June 2026. Its principal borrowing facilities include a £200m revolving credit facility maturing in January 2028, two tranches of debt maturing in July 2028 (totalling £769m), with further fixed notes maturing in 2030 and 2031 (totalling £400m and £505m respectively). The terms of the revolving credit facility set out that it will become repayable in January 2028 if the majority of the July 2028 debt has not been refinanced by that date. The revolving credit facility was £157m drawn at 30 June 2026 and is forecast to remain at least partially drawn through the going concern period and through to January 2028. The Group is subject to financial covenants, albeit these are not expected to be restrictive over the going concern period. Shoul d the Transaction not complete, the Directors consider liquidity to be the key constraint, with liquidity exhausted before any covenant breach under stressed scenarios. Base case forecasts The Directors reviewed and challenged cash flow forecasts prepared by management for the going concern period, on the assumption that the Transaction does not complete, based on the FY2026 budget and subsequent projections. The forecasts incorporate expect ed growth or decline in revenues across the Group’s markets, taking account of market growth expectations as well as operational initiatives to drive performance. The forecasts also include the expected impact of gaming duty changes, together with the deli very of a significant cost -saving programme that includes supplier cost reductions through rationalisation and renegotiations, reduced marketing costs with improved efficiency, and a restructuring of the operating model to deliver overhead savings. The forecasts also reflect operational changes, including the recently announced closure of a significant number of retail stores that were deemed not to be commercially viable following a detailed review of the estate. The Directors recognise that the delivery of these cost savings requires effective execution and that certain assumptions remain subject to uncertainty. A number of these cost saving measures have already been initiated and many, but not all, are within management’s control. The base case cash flow forecasts also include consideration of working capital movements, continued capital expenditure, financing costs based on current financing arrangements and cash flows to reflect other liabilities and provisions included in the Group’s balance sheet. Under the base case, the Group is forecast to maintain sufficient liquidity throughout the going concern period and to maintain sufficient headroom above its minimum liquidity threshold. Severe but plausible downside and reverse stress testing The Directors have assessed a severe but plausible downside scenario, assuming the Transaction does not complete, including reductions in revenue and adverse movements in other cash flow items. This scenario includes mitigating actions available to management, including reductions in discretionary and uncommitted expenditure, including marketing spend, the deferral of agreed payments on existing liabilities and other cost management measures. While many of these actions are within management’s control, some are not and their execution may be challenging. After applying these mitigating actions and the r elated impacts on revenue, the Group is expected to maintain liquidity above its minimum threshold throughout the going concern period, with sufficient headroom. Reverse stress testing indicates that a significant deterioration in performance would be required to exhaust liquidity within the going concern period. For example, EBITDA would have to fall by 18% with mitigations to hit the liquidity threshold. The Directors consider the likelihood of such scenarios to be remote. Refinancing and longer-term considerations Should the Transaction not complete, the Group will be required to refinance its debt facilities maturing in July 2028, described above, in advance of the maturity of its revolving credit facility in January 2028, given its reliance on this revolving credit facility. The Directors have also considered this January 2028 maturity in their going concern assessment, recognising that whilst it falls beyond the 30 September 2027 going concern assessment period, it represents a material event that require s significant action during the period and is fundamental to the Group’s viability. Forecast liquidity beyond the going concern period remains sufficient, based on the planned cost savings even under the severe but plausible downside scenario, until the January 2028 revolving credit facility maturity. The Directors recognise that, based on discussions with its advisers, the ability to refinance the July 2028 debt in advance of January 2028 is dependent on the Group demonstrating a sustainable and materially improved level of profitability and cash generation, supported by the successful delivery of cost-saving initiatives and continued operational performance. Whilst the Directors have plans to achieve this improvement in profitability, achieving it represen ts a significant execution challenge and is subject to uncertainty. Transaction As described above, on 5 June 2026, evoke plc announced that it had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of the Company by Intralot, to be implemented by way of a scheme of arrangem ent. The Transaction remains subject to a number of conditions, including shareholder, court and regulatory approvals, and accordingly there can be no certainty that the Transaction will complete or as to the timing of
Page 23
23 completion, albeit the Group is targeting completion of the Transaction in Q4 2026 or Q1 2027, which is within the going concern period. The Directors have therefore assessed going concern under both a completion and non-completion scenario. In the event that the Transaction completes, the financing of the transaction includes arrangements intended to address some of the Group’s existing debt maturities and capital structure, with a new five year second -lien facility that will be used to repay the two July 202 8 tranches of debt described above. Upon repayment of the two 2028 debt tranches the RCF maturity automatically extends to 2029. Furthermore, the holders of the 2030 and 2031 senior secured notes have agreed to consent to waive any change of control provis ions to facilitate the transaction. However, until completion occurs, the Group remains subject to its existing financing arrangements and debt maturity profile. Should the Transaction not complete, the Group would continue to operate as currently structured and remain subject to the risks associated with its existing capital structure, including the requirement to refinance debt facilities maturing in 2028. The Di rectors would continue to consider all available options to address those refinancing requirements and maximise shareholder value. Material uncertainties related to going concern Based on the assessment described above, the Directors have identified two material uncertainties related to going concern. Firstly, if the Transaction does not complete as planned, there is a material uncertainty as to whether the Group will be able to achieve the improved level of profitability and cash generation required to refinance its debt facilities maturing in July 2028, in advance of January 2028. In addition, if the Transaction completes as planned, there is a material uncertainty given the current Directors’ lack of visibility over Intralot’s ability and intentions to operate the Group under its ownership. These events or conditions are material uncertainties, that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern. Conclusion Notwithstanding the two material uncertainties relating to the evoke plc Group described above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the going concern period to 30 Septem ber 2027. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group and the Company were unable to continue as a going concern. 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 2025, except for the adoption of new standards effective as of 1 January 2026. The following amendments and interpretations apply for the first time in 2026, but do not have a material impact on the consolidated financial statements of the Group: • Classification and measurement of financial statements – amendments to IFRS 9 and IFRS 7 effective for periods beginning on or after 1 January 2026. 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 2025. 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 2027 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 becomes effective for periods beginning on or after 1 January 2027 and replaces IAS 1 Presentation of financial statements. IFRS 18 is applicable retrospectively. While the implementation of IFRS 18 does not change existing recognition and measurement requirements in other IFRSs, it does introduce a more structured Income statement. At the date of this report, a number of application issues are being considered by the IFRIC, for which the Group is currently monitoring the potential estimated impact on the initial application of IFRS 18. Until such time as these application issues
Page 24
24 are resolved, the Group cannot complete its detailed assessment of the implications of applying the new standard on the Group’s consolidated financial statements. 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 2025, 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 impairmen t. 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. Determin ing 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, all goodwill was impaired. For UK&I Online goodwill of £270.9m was impaired as at 31 December 2025 with a balance of £87.0m remaining. And for International groups of CGUs, no impairment would occur under any reasonable possible changes in assumptions upon which the recoverable amount was estimated. No indicators of impairment were identified at 30 June 2026. Consequently, no goodwill impairment test was required to be performed.
Page 25
25 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 2026 is as follows: Six months ended 30 June 2026 Retail UK&I Online International Corporate Total £m £m £m £m £m Revenue1 245.6 348.1 293.8 - 887.5 Gaming duties (46.3) (103.6) (83.5) - (233.4) Other cost of sales (7.0) (48.1) (38.2) - (93.3) Segmental Gross Profit 192.3 196.4 172.1 - 560.8 Marketing (3.6) (63.3) (50.5) - (117.4) Operating expenses (157.5) (56.1) (54.0) (24.7) (292.3) Share of results of associate - - - (0.9) (0.9) Adjusted EBITDA 31.2 77.0 67.6 (25.6) 150.2 Depreciation (25.5) Amortisation (excluding acquired intangibles) (41.0) Amortisation of acquired intangibles (46.6) Exceptional items (36.6) Share benefit charge (0.9) Foreign exchange 12.1 Finance expenses (93.1) Finance income 1.4 Loss before tax (80.0) 1 Revenue recognised under IFRS 9 is £245.6m in Retail, £348.1m in UK&I Online and £280.3m in International. Revenue recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online and £13.5m in International. Six months ended 30 June 2025 Retail UK&I Online International Corporate Total £m £m £m £m £m Revenue1 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.
Page 26
26 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. Exceptional items are as follows: Six months ended 30 June 2026 Six months ended 30 June 2025 £m £m Operating expenses Integration and transformation costs 35.1 12.4 Corporate transaction related costs 1.5 0.3 Exceptional items - operating expenses 36.6 12.7 Total exceptional items before tax 36.6 12.7 Tax on exceptional items (6.0) (1.9) Total exceptional items 30.6 10.8 Integration and transformation costs The Group incurred a total of £35.1m of costs relating to the integration and transformation programme (H1 2025: £12.4m). This includes £7.3m of costs relating to our AI and technology improvement programme (H1 2025: £nil), £2.2m of redundancy costs (H1 20 25: £1.6m), £7.3m of strategic review costs (H1 2025: £nil), £4.4m of entity rationalisation costs (H1 2025: £nil), £0.5m of oracle integration costs (H1 2025: £nil), £15.2m of retail rationalisation costs (H1 2025:
Page 27
27 £nil), £nil of technology and platform integration costs (H1 2025: £8.9m), £nil of restructuring costs (H1 2025: £1.5m) and £nil of relocation related expenses (H1 2025: £0.4m). . The initial transformation and integration programme is largely complete apart from 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. During H1 2026, the Group recognised costs of £10.1 million in relation to shop closure provisions. These costs primarily reflect the Group’s commitment to its strategic restructuring programme and represent the estimated obligations associated with the planned closure of identified store locations. Corporate transaction related costs 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. 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 seg ment 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 St atement in the reconciliations of adjusted EBITDA and note 4 in the reconciliation of adjusted profit after tax.
Page 28
28 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 19,322,594 potential ordinary shares (H1 2025: 8,914,133) and no market -value options (H1 2025: nil). Six months ended 30 June Six months ended 30 June 2026 2025 (unaudited) (unaudited, restated) Loss for the period attributable to equity holders of the parent (£m) (70.2) (69.9) Weighted average number of Ordinary Shares in issue 450,294,161 449,788,713 Effect of dilutive Ordinary Shares and share options 19,322,594 8,914,133 Weighted average number of dilutive Ordinary Shares 469,616,755 458,702,846 Basic (pence) (15.6) (15.5) Diluted (pence)1 (15.6) (15.5) The 2025 comparatives have been restated to reflect prior period adjustments (see note 1). 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 ended 30 June Six months ended 30 June 2026 2025 £m £m (unaudited) (unaudited, restated) Profit/(loss) after tax 1.9 - Weighted average number of Ordinary Shares in issue 450,294,161 449,788,713 Weighted average number of dilutive Ordinary Shares 469,616,755 458,702,846 Adjusted basic profit/(loss) per share (pence) 0.4 - Adjusted diluted earnings profit/(loss) per share (pence) 0.4 - The table below highlights the measures used to achieve Adjusted profit after tax: Adjusted (loss)/profit after tax 1.9 - Exceptional items – operating expenses 3 (36.6) (12.7) Exceptional items – finance expenses - (0.6) Amortisation of finance fees 5 (8.7) (8.0) Amortisation of acquired intangibles (46.6) (39.8) Tax on exceptional and adjusted items 8.6 20.2 Foreign exchange 12.1 (29.2) Share benefit charge (0.9) - Loss attributable to non-controlling interests - 0.2 Loss after tax (70.2) (69.9) The 2025 comparatives have been restated to reflect prior period adjustments (see note 1).
Page 29
29 5 Finance expenses Six months ended 30 June Six months ended 30 June 2026 £m 2025 £m Interest expenses related to lease liabilities 2.7 3.6 Interest on bank loans and bonds 82.2 79.5 Hedging activities (0.8) 8.8 Amortisation of finance fees 8.7 8.0 Foreign exchange on financing activities 0.3 17.3 Other finance charges and fees - 0.1 Total finance expenses - underlying 93.1 117.3 Interest expense on US exit provision - 0.6 Finance expenses – exceptionals s - 0.6 Total finance expenses 93.1 117.9 6 Taxation Corporate taxes Six months ended 30 June 2026 Six months ended 30 June 2025 (restated) £m £m Current taxation UK corporation tax at 25.0% 2.8 - Other jurisdictions taxation (3.1) 7.0 Adjustments in respect of prior years - (3.0) (0.3) 4.0 Deferred taxation Origination and reversal of temporary differences (9.5) (7.1) Adjustments in respect of prior years - (4.5) (9.5) (11.6) Taxation credit (9.8) (7.6) The Group recognised a tax credit of £9.8m on loss before tax of £80.0m, giving an effective tax rate of 12.3% (H1 2025:9.8% as restated). This rate is lower than the expected UK statutory rate of 25% due to the lower effective tax rates applied in Gibralt ar, 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 14.2% (H1 2025: 100% as restated). 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 William Hill acquisition in 2022, which are not part of the 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 2026 the Group has recognised Pillar two top-up tax of £2.8m as a current year expense in respect of subsidiary jurisdictions whose tax rate falls below the 15% minimum.
Page 30
30 6 Taxation (continued) 6 months ended 30 June 2026 6 months ended 30 June 2025 (as restated) Before exceptional items and adjustments Exceptional items / adjustments Total Before exceptional items and adjustments Exceptional items / adjustments Total £m £m £m £m £m £m Loss before tax (9.0) (71.0) (80.0) 12.6 (90.3) (77.7) Tax (expense)/credit 1.3 8.5 9.8 (12.6) 20.2 7.6 Loss for the period (7.7) (62.5) (70.2) - (70.1) (70.1) 14.4% 12.0% 12.3% 100% 22.4% 9.8% 6 months ended 30 June 2026 6 months ended 30 June 2025 Exceptional items Adjustments Total Exceptional items Adjustments Total £m £m £m £m £m £m Total exceptional items and adjustments before tax (36.6) (34.4) (71.0) (13.3) (77.0) (90.3) Tax on exceptional items and adjustments 6.0 2.6 8.6 1.9 18.3 20.2 Total exceptional items and adjustments (30.6) (31.8) (62.4) (11.4) (58.7) (70.1) 16.4% 7.6% 12.0% 14.3% 23.8% 22.4%
Page 31
31 7 Borrowings Bank facilities Senior Facilities Agreement As at 30 June 2026, the Group has a Senior Facilities Agreement under which the following facilities are made available: (i) £200.0m Equivalent Multi-Currency Revolving Credit Facility (“RCF”) In September 2025, the Group refinanced the £150.0m RCF and £50.0m RCF. The £150.0m RCF was due to expire in January 2028 and the £50.0m RCF was due to expire in December 2025, and these were combined into a single £200.0m multi-currency RCF. The amended RCF includes a maturity waterfall under which the earliest contractual maturity is January 2028, and the legal final maturity is January 2030. For accounting and disclosure purposes, the Group presents the facility based on the earliest date on which repayment could be required. The January 2028 earliest maturity would apply if the majority of the Group’s debt maturing in 2028 is not refinanced prior to that date. This maturity waterfall does not change the economic substance of the facility and did not result in derecognition under IFRS 9. The drawn balance on this facility as at 30 June 2026 was £157.0m (31 December 2025: £119.0m). (ii) $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) €600.0m 8.0% Senior Secured Fixed Rate Notes due December 2031 In September 2025, the Group issued €600.0m of guaranteed Senior Secured Fixed Rate Notes, guaranteed by certain members of the Group and certain operating subsidiaries, with a maturity date of December 2031. The net proceeds were used to refinance the existing €582.0m notes. Under IFRS 9, this transaction did not result in derecognition; instead, the carrying amount of the existing liability was remeasured to reflect the modified contractual terms. Interest rate Maturity 30 June 2026 31 December 2025 % Borrowings at amortised cost Bank facilities $575.0m term loan facility CME term SOFR + 5.35% 2028 401.7 386.5 £200.0m Equivalent Multi-Currency RCF SONIA + 3.75% 2028 157.0 116.2 Loan Notes €600.0m Senior Secured Fixed Rate Notes 8.00 2031 499.7 504.5 €450.0m Senior Secured Floating Rate Notes EURIBOR + 5.5% 2028 379.3 382.1 £400.0m Senior Secured Fixed Rate Notes 10.75% 2030 400.0 400.0 £350.0m Senior Unsecured Notes 4.75 2026 - 10.5 Total Borrowings 1,837.7 1,799.8 Less: Borrowings as due for settlement in 12 months - (10.5) Total Borrowings as due for settlement after 12 months 1,837.7 1,789.3
Page 32
32 7 Borrowings (continued) (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 (iv) £350m 4.75% Senior Unsecured Fixed Rate Notes matured May 2026 During the period, £10.5m of legacy William Hill notes were settled. At 30 June 2026, the balance of legacy William Hill notes was £nil. (31 December 2025: £10.5m). 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 2026, the ne t leverage ratio has not exceeded the pre-agreed threshold and, consequently, the Financial Covenants have not been breached. Borrowings reconciliation 2026 Debt Opening 1 January 2026 Inflows Outflows Non-cash FX Total 30 June 2026 £m £m £m £m £m £m 2026 Senior Unsecured Notes 10.5 - (10.5) - - - $575.0m term loan facility 386.5 - (2.2) 4.5 12.9 401.7 €450.0m Senior Secured Floating Rate Notes 382.1 - - 1.9 (4.7) 379.3 £400.0m Senior Secured Fixed Rate Notes 400.0 - - - - 400.0 €600.0m Senior Secured Fixed Rate Notes 504.5 - - 1.3 (6.1) 499.7 £200.0m Revolving Credit Facility 116.2 38.0 - 2.8 - 157.0 1,799.8 38.0 (12.7) 10.5 2.1 1,837.7
Page 33
33 7 Borrowings (continued) 2025 Debt Opening 1 January 2025 Inflows Outflows Non-cash FX Total 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 8 Provisions Indirect tax provision Legal and regulatory Shop closure provision Other Total £m £m £m £m £m At 31 December 2025 8.4 122.7 5.9 16.1 153.1 Charged/(credited) to profit or loss Additional provisions recognised 0.9 1.7 10.1 0.3 13.0 Provisions released to profit and loss (3.5) - - - (3.5) Other movements Reclassifications during the year - (1.1) - - (1.1) Utilised during the year - (0.9) (0.9) - (1.8) Remeasurements - (0.6) - (0.3) (0.9) Foreign exchange differences 0.3 1.0 - 0.3 1.6 At 30 June 2026 6.1 122.8 15.1 16.4 160.4 Customer claims provisions of £119.2m (31 December 2025: £119.3m) within legal and regulatory, and £16.4m of US termination costs (31 December 2025: £16.1m) within other are classified as non-current. The remaining provisions are all classified as current. Indirect tax provision The provision is held in relation to uncertainties in relation to the interpretation of VAT and gaming tax rules in certain jurisdictions. 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 2026 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.
Page 34
34 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 £88.0m (31 December 2025: £88.3m), which includes a provision of £80.6m (31 December 2025: £80.8m) relating to the William Hill and Mr Green brands and £7.4m (31 December 2025: £7.5m) relating to 888. The provisions held for consumers who have sought to claim in the German courts is £31.2m (31 December 2025: £31.0m) which includes a provision of £22.2m (31 December 2025: £22.0m) for William Hill & Mr Green brands and £9.0m (31 December 2025: £9.0m) relating to 888. During the year, the Group has utilised £0.9m (2025: £0.7m) of the overall provision as claims have been settled. In addition, a further charge of £0.4m (2025 £1.0m) has been recognised to reflect the receipt of new claims. Shop closure provisions As at 30 June 2026, the Group holds provisions relating to the associated costs of closure of shops in 2019 and 2020, as well as 69 shops which ceased trading in 2025, and 205 shops that ceased trading in the year, and certain shops that ceased to trade as part of normal trading activities. During the year, the Group utilised £0.9m (2025 £0.0m) of the overall provision as shops were closed. In addition, a further shop closure provision of £10.1m (2025 £2.9m) has been recognised to reflect shops that ceased trading in year. 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.
Page 35
35 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 2026 and 31 December 2025 was as follows: 30 June 2026 Level 1 Level 2 Level 3 £m £m £m Financial assets 888 Africa convertible loan - - 10.6 - - 10.6 Financial liabilities Cross-currency swaps - 49.4 - Interest rate swaps - - - Ante post bet liabilities - - 10.2 - 49.4 10.2 31 December 2025 Level 1 Level 2 Level 3 £m £m £m Financial assets 888 Africa convertible loan - - 10.0 - - 10.0 Financial liabilities Cross-currency swaps - 55.1 - Interest rate swaps - 0.1 - Ante post bet liabilities - - 7.3 - 55.2 7.3 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 £10.2m (31 December 2025: £7.3m) 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 2026, the gross win margins ranged from 2%-25%.
Page 36
36 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 $8.97m (£7.2m) as a senior secured convertible loan that can be converted into 60.1% of 888 Africa issued and o utstanding shares at the Group’s discretion in August 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 2025, the convertible loan was fair valued using the market approach based on a 2025 revenue multiple in proven African markets. There was £2.1m fair value losses recorded in the Consolidated Income Statement in FY 25, as a result of the valu ation. 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 2026. 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 b een 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 2026, 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 £12.9m (six months ended 30 June 2025: £14.2m) from Sports Information Services Limited, a subsidiary of Sports Information Services (Holdings) Limited. At 30 June 2026, the amount payable to Sports Information Services Limited by the Group was £nil (31 December 2025: £nil). During the period, the Group made no further loans (2025: £1.6m) to 888Africa as part of the joint venture shareholder agreement. Loans made in prior years incur interest at 12% per annum. During the period, the Group received £0.7m 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 (2025: £nil). Remuneration of key management personnel Transactions between the Group and key management personnel in the first half of 2026 were limited to those relating to remuneration previously disclosed as part of the Director’s Remuneration Report within the Group’s 2025 Annual report. There have been no other material changes to the arrangements between the Group and key management personnel in the period.
Page 37
37 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 t he 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 t hat period; and any changes in the related party transactions described in the 2021 Annual Report and Accounts. The Directors of evoke are: Mark Summerfield – Non-Executive Chair Per Widerström – Chief Executive Officer Sean Wilkins – Chief Financial Officer Anne De Kerckhove – Senior Independent 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