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EDITOR’S RAMBLE 🗣

If you want to be an M&A lawyer (or a private equity lawyer), you'll be hearing a lot about the UK Takeover Code.

It's the rulebook for buying a listed company (it makes sure every shareholder is treated fairly).

On a public deal like this, it controls almost every stage of the deal – like when the deal has to be announced, or what either side can say in public while the deal is live.

So imagine working on a deal where the Code didn't apply at all. That's what Latham & Watkins faced when it advised William Hill's owner on its £243 million sale (you'll find out why, and how Latham handled it, below).

I'm excited to partner with Latham on today's newsletter. Their London deal team walked us through all of it, right down to the junior lawyers' work on the Gibraltar court process.

This is the kind of detail you’d normally only see from working inside a law firm. But now you'll get it before you submit your application.

Once you've read today's newsletter, please vote in the poll below the report (it takes 2 seconds). More than 70 of you voted last week. Your comments are what let us keep partnering with firms like Latham – and I reply to every one.

– Idin

FEATURED REPORT 📰

🎰 How Latham helped sell William Hill’s owner for £243 million (and rebuilt the UK’s takeover rulebook)

What’s going on here?

In June 2026, evoke plc – the London-listed owner of William Hill – agreed to a £243 million takeover by Bally’s Intralot, an Athens-listed casino and lottery group. Evoke’s shareholders voted in favour of the deal in August 2026, and the deal is expected to complete by early 2027.

Latham & Watkins advised evoke, the target company – meaning the one being bought. We spoke to the firm’s London deal team to find out what that work looked like.

Why was William Hill’s owner up for sale?

At the end of 2025, evoke was under pressure for three reasons:

📜 The UK government changed the tax rules. The November 2025 Budget announced that remote gaming duty – the tax on profits from online casino games and slots – would rise from 21% to 40% in April 2026, and that a new 25% rate would apply to online sports betting from April 2027, up from 15%. Evoke warned that the changes could add more than £125 million to its annual costs from 2027.

🇬🇧 Evoke was more exposed than its larger rivals. Evoke made about two-thirds of its money in the UK, so the tax rises affected most of its business. For example, rivals like Flutter (which owns Paddy Power) and Entain (Ladbrokes) also earn money in the US and Australia, so the same rises hit a smaller part of their businesses.

💷 Evoke was already carrying a lot of debt. Evoke had roughly £1.8 billion of net debt – in simple terms, it owed banks, bondholders, and other lenders about £1.8 billion more than it held in cash. Most of that debt came from one deal. In July 2022, when evoke was still called 888 Holdings, it bought William Hill’s business outside the US for £1.95 billion – and borrowed most of the money to do it. The tax rises meant less money was coming in, but evoke still had to keep paying back those loans.

So the board decided that selling the company was in its shareholders’ best interests – and began sounding out potential buyers.

What did the deal look like?

The deal is structured as a scheme of arrangement under Part VIII of the Gibraltar Companies Act.

Evoke is incorporated (that means legally registered as a company) in Gibraltar – which is a hub for online gambling companies after it built a specialist licensing regime – but its shares trade on the London Stock Exchange. Where a company is incorporated determines which jurisdiction’s law applies, so the takeover is governed by Gibraltar law, with proceedings in a Gibraltar court.

How do you buy a company through a Gibraltar court?

The Gibraltar Companies Act is modelled on the English rules (Part 26 of the Companies Act 2006), so the mechanics look a lot like an English scheme.

There are two key steps.

Evoke’s shareholders voted on 17 August 2026, and both tests were met, with 99.91% of the shares voted in favour. The court hearing is still to come – it happens last, once all the remaining conditions (covered below) have been satisfied. The hearing is expected by early 2027.

To get the deal approved and completed, Latham had to manage several parts of the process.

⚖️ Latham helped evoke run the takeover through Gibraltar’s court process. The team worked with local lawyers in Gibraltar. The legal concepts mirrored an English scheme, but the practical details – filing papers, fixing hearing dates, fitting the court’s timetable – had to be handled in Gibraltar.

🗳 Latham co-ordinated the two shareholder votes the deal needed. Evoke’s shareholders had to vote on the scheme. And because they were being paid in Bally’s Intralot shares, Bally’s Intralot had to create new shares to hand over. This creation of new shares reduced the percentage its existing shareholders owned (called “dilution”), so they had to approve in Athens too. That second vote was never really in doubt – Bally’s Corporation holds 59.44% of Bally’s Intralot and had committed to vote in favour.

Why didn’t the usual takeover rules apply?

The UK Takeover Code normally applies to companies registered in the UK, the Channel Islands, or the Isle of Man, whose shares trade on a UK market. Evoke is registered in Gibraltar, so it falls outside that list.

The UK Takeover Code’s protections did not disappear, as evoke’s articles of association – its internal rulebook – required those protections to be written into the deal documents instead.

Latham did that mainly through a “Cooperation Agreement” between evoke and Bally’s Intralot, working through the protections one by one and negotiating each into the contract. But a contract only binds the people who sign it. That makes some of the Code’s protections hard to recreate – the ones that depend on the Takeover Panel stepping in while a deal is live, holding both sides to a timetable, or making sure every shareholder gets the same information at the same time. On this deal, the Panel had no jurisdiction and no involvement.

Structures like this are rare – though slightly less so in gambling, where Gibraltar incorporation and a London listing often go together.

How did the money work in this deal?

There were two separate money questions:

1. How were evoke’s shareholders paid?

2. How would the combined business manage evoke’s existing borrowing?

The first is about money going to shareholders. The second is about money the company itself owes (and debt doesn’t disappear just because the owner changes).

💷 Evoke’s shareholders are mainly being paid in shares rather than cash. For every evoke share they own, they receive 0.537 new Bally’s Intralot shares – swapping their stake in evoke for a smaller stake in the bigger group. There is also a cash alternative, capped at £117 million. Both the ratio and the cap were fixed when the deal was announced, so shareholders knew the basic terms from the start.

🏦 Evoke had roughly £1.8 billion of net debt. That’s more than seven times what Bally’s Intralot is paying for evoke’s shares, which is why the debt shaped this deal as much as the price did. Loan agreements often include “change of control” clauses, which can let lenders demand their money back when a company is sold – so the loans and bonds had to be dealt with first.

Bondholders holding evoke’s 2030 and 2031 notes agreed to waive their right to demand repayment, so those borrowings stay in place.

The rest – mainly evoke’s 2028 debt – is being refinanced in three parts:

Getting the timing right was important. Existing lenders and bondholders had to agree the takeover could go ahead without demanding immediate repayment, while the new lenders had to be ready to fund when the money was needed.

Latham’s finance and restructuring lawyers co-ordinated the documents so the old debt and the new money fit together at completion.

Who has to say “yes” before the deal can complete?

Gambling is a heavily regulated industry, and regulators care about who owns and controls a licensed operator.

Three main kinds of approval stand between the deal and completion:

🎰 Gambling regulators: These are based in the UK, Gibraltar, Italy, Malta, and multiple US states. They assess whether the new owner is suitable to hold a licence.

⚖️ Competition regulators: These include the Competition and Markets Authority (the CMA) in the UK. They assess whether the combined business would harm competition. Further competition approvals were also required in Austria and Jersey.

🌍 Foreign direct investment regulators: These regulators assess whether a foreign buyer should be allowed to take control of a company.

Different questions mean different evidence and different timetables, so evoke and its advisers ran a live tracker across every jurisdiction.

What role did Latham’s lawyers play?

Four Latham teams worked on the deal at the same time.

🏛 The corporate team ran the takeover. Corporate partners Edward Barnett, Hector Sants, Douglas Abernethy, and Anna Ngo led the deal, advising on the Gibraltar scheme, the Cooperation Agreement, and the two shareholder votes.

💷 The finance and restructuring teams dealt with the debt. Finance partners Roberto Reyes Gaskin and Hayden Teo arranged the new borrowing and worked out how the old loans and bonds could be repaid or kept in place. Restructuring partners Bruce Bell and Hugo Bowkett advised on the existing debt.

⚖️ The antitrust and regulatory lawyers cleared the approvals. Antitrust partner Ludmilla Le Grand handled the competition clearances. The wider team tracked gambling-licence approvals in each country and co-ordinated the local lawyers.

🔗 The teams worked as one. The corporate partners leading the deal acted as overall project managers, keeping four workstreams on separate timetables directed towards a single completion date. Daily calls, shared trackers, and one London office kept everything moving together.

What did the junior lawyers actually do?

Latham’s associates were given meaningful parts of the deal to run.

🔍 They helped check evoke’s information. This is due diligence: reviewing a company’s records and documents to identify legal problems before the deal goes ahead.

📄 They drafted the ancillary documents. These are the supporting papers that sit around the main deal documents. For example, they prepared NDAs, which stop confidential information being shared during the sale process.

✍️ They organised signing and completion. The junior lawyers co-ordinated the documents and the people involved across different time zones.

🏛 They worked on the court process. As the scheme documents were prepared, they liaised with Gibraltar counsel on filings and hearing bundles – the organised papers put before the judge.

What bigger-picture trends does this show?

This deal points to two linked trends in the gambling sector.

📜 The UK’s tax rises have put the online gambling industry under pressure. The new duties apply across the UK market, not just to evoke. UK-focused businesses and companies carrying a lot of debt are hit hardest, because less money is left after tax and loan payments.

🔗 Pressure can lead to consolidation. Consolidation means companies joining together, or one operator buying another. Tax rises have historically encouraged it, favouring bigger groups that earn money in more than one country. You can expect companies with that kind of global spread (Bally’s Intralot being one of them) to be well placed to buy up more exposed operators.

One decision in the UK government’s Budget was enough to reshape deal-making across an entire industry. It’s a reminder that political decisions have real commercial consequences for businesses, and for the lawyers who advise them.

For evoke, that decision set off a deal spanning a Gibraltar court, a £1.8 billion refinancing, and regulators on both sides of the Atlantic.

And it’s why deals like this go to firms like Latham, where corporate, finance, restructuring, and antitrust lawyers work as one to see them through.

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