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London, September 09, 2025 -- Moody's Ratings (Moody's) has today assigned a B2 rating to the proposed issuance of the £516 million equivalent senior secured notes by 888 Acquisitions Limited, a wholly-owned subsidiary of Gibraltar-based gaming operator Evoke plc (Evoke). The rest of Evoke's existing ratings are unaffected, including the B2 corporate family rating (CFR), the B2-PD probability of default rating, and all the instrument ratings issued by 888 Acquisitions Limited, 888 Acquisitions LLC and the B3 senior unsecured rating of William Hill Limited. The outlook remains unchanged at stable.
The proceeds from the new issuance will be used to repay the €582 million backed senior secured fixed rate notes due July 2027 and the associated transaction costs.
Additionally, Evoke announced a new £200 million senior secured revolving credit facility (RCF) to replace and refinance existing £71 million drawings under the existing facilities.
RATINGS RATIONALE
Evoke's proposed transaction is credit positive as it improves the company's liquidity and extend its debt maturities. Moody's-adjusted gross debt to EBITDA pro forma for the transaction remains elevated at 6.0x (as of the last twelve months ended June 2025), however, we expect it to reduce to 5.6x at the end of December 2025.
Positively, we continue to expect progressive revenue growth alongside a reduction in exceptional integration and transformation costs, supporting a concurrent and meaningful improvement in Evoke's profitability, leverage and cashflow generation in the next 12-18 months.
Evoke's CFR of B2 continues to reflect the group's established and popular brands with good market positions in large key gaming markets (the UK, Italy, Spain); competitive advantage stemming from Evoke's proprietary technology platform, which also enables the company to proactively monitor clients' behaviour and provide players with appropriate safeguarding measures; and the progress made by new management to return the company to revenue growth as well as continuing to improve its cost base.
However, the B2 CFR remains constrained by the group's concentration in the mature UK market (almost 70% of group revenue); its high Moody's-adjusted debt to EBITDA that we forecast at about 5.6x as of the end of December 2025, which has failed to materially improve since closing of the William Hill International acquisition in 2022; the lack of FCF generation to date, and our expectation of no significant FCF generation also in 2025; the highly competitive nature of the online betting and gaming industry; and the ongoing risk of regulatory changes and gaming tax increases due to social pressure.
LIQUIDITY
Evoke's liquidity is adequate. The company had about £121 million of unrestricted cash on balance sheet as of 30 June 2025 which included £71 million of drawings from the existing revolving credit facility. The new £200 million RCF due in 2030 provides additional availability as £50 million of existing RCF was due at the end of 2025. We expect Moody's adjusted free cash flow to be broadly neutral for the full year 2025 due to exceptional costs and sustained capex investments.
The RCF has a springing covenant when it is drawn for at least 40%; the applicable level would be 7.65x net debt leverage with no step-down, leaving sufficient room with a 5.6x net debt ratio as of last twelve month ending 30 June 2025. With the proposed transaction, Evoke would have no significant debt maturities at least until 2028 (only £11 million of WHL bonds maturing in 2026 remain outstanding and are expected to be repaid with cash available).
STRUCTURAL CONSIDERATIONS
The B2 rating assigned to Evoke's senior secured bonds is in line with the company's CFR. These instruments rank pari passu among themselves, including the new £200 million RCF. All of these facilities benefit from a security package represented mainly by share pledges, floating charges on UK entities and guarantees from all substantial subsidiaries of the group, including upstream guarantees from William Hill Limited subsidiaries.
The £11 million of legacy senior unsecured notes due 2026 issued by William Hill Limited remain outstanding; we rate them B3, one notch lower than Evoke's CFR, because of a weaker security package and guarantor coverage than the other debt facilities.
OUTLOOK
The stable outlook reflects our expectations that Evoke's revenues remain on a positive trajectory and EBITDA margins will continue to improve. Moody's adjusted leverage, however, will decline below 5.0x only towards the end of 2026. The stable outlook also assumes no changes to the regulatory environment in the jurisdictions where Evoke operates and that the company's liquidity will start to improve.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded following a sustained period of revenue growth combined with no regulatory findings/fines. It would also require Evoke to sustain its Moody's adjusted debt-to-EBITDA below 5.0x, Moody's adjusted FCF-to-debt above 5% and Moody's-adjusted EBITA-to-interest above 1.5x.
A downgrade of the ratings could occur if Moody's-adjusted FCF remains negative and Moody's-adjusted debt-to-EBITDA stays above 5.5x by the end of 2026. Downward pressure could also materialise should changes in Evoke's financial policy result in greater appetite for leverage or if significantly adverse regulatory actions occur in one or more of the larger geographies in which the company operates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Gaming published in June 2021 and available at
Ratings.Moodys.com. Alternatively, please see the Rating Methodologies page on
https://ratings.moodys.com for a copy of this methodology.
PROFILE
Evoke Plc, headquartered in Gibraltar, is a public company listed on the London Stock Exchange, with a market capitalisation of about £260 million as of 8 September 2025.
The group is the combination of 888 and WHI's operations outside the US, a merger that closed in July 2022.
The company has a strong presence in the UK, and is well positioned in Italy, Spain and Denmark with a widely recognised online and retail brand portfolio.
For the twelve-month period ended June 2025, the group generated revenue of £1.8 billion and adjusted EBITDA of £362.8million, as reported by the company.