REG - Devolver Digital - Grant of Awards

Devolver DigitalAnnouncement

06/12/2023 07:00

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RNS Number : 7928V  Devolver Digital, Inc.  06 December 2023

6 December 2023

Devolver Digital, Inc.

("Devolver Digital", "Devolver" or the "Company", and the Company together
with all of its subsidiary undertakings "the Devolver Group")

Grant of Awards

Devolver Digital, an award-winning digital publisher and developer of
independent ("indie") video games, announces a grant of awards under the 2022
Long Term Incentive Plan ("LTIP").

The 2023 awards are designed to reward employees at all levels of the Company
for performance that delivers value for shareholders. The awards consist of
Performance Stock Units ("PSUs") which are awarded subject to a three year
cliff and achievement of ambitious financial targets, and Restricted Stock
Units ("RSUs"), which are awarded subject to a three year cliff and financial
performance criteria for senior management, and a two year cliff for other
employees.

The Remuneration Committee recommended the following awards to the Board, laid
out in the tables below. These awards amount to, in aggregate, 7,457,519
shares (on the assumption that all vest), representing 1.7 per cent. of the
issued and outstanding share capital. Total dilution from these awards and all
outstanding share options and grants amount to 11.4 per cent. of the issued
and outstanding share capital.

The following awards have been made to Directors of the Company:

 Number of shares
 Director/PDMR      Position  RSUs     PSUs     Total
 Douglas Morin      CEO       154,454  308,908  463,362
 Daniel Widdicombe  CFO       119,684  239,368  359,052
 Total                        274,138  548,276  822,414

 

The following awards have been made to other management and employees of the
Group:

 

 Number of shares
 Category                               RSUs       PSUs       Total
 Other management and senior employees  2,124,680  3,324,891  5,449,571
 Other employees and contractors        1,185,534  -          1,185,534
 Total                                  3,282,569  3,324,891  6,635,105

 

The effective date for the award of these LTIP shares is 1(st) January 2023,
i.e. shares with a two-year cliff will vest on 31(st) December 2024. All PSUs
vest after three years. RSUs vest after three years for senior management and
two years for other employees. In addition to the vesting cliffs, the LTIP
shares are subject to a range of further vesting conditions specified at the
time of award, and will lapse if these conditions are not met. For the PSUs,
these include the following performance conditions:

(i)    the attainment of specified Group revenue targets at the end of a
three-year period, and;

(ii)   the attainment of specified Group EBITDA targets at the end of a
three-year period.

The Company has set challenging financial targets for the PSUs, based upon the
Group's internal budgets. Targets are based on organic growth only and exclude
any potential M&A uplift. The PSUs only begin to be earned once 90% of
the 2025 Revenue and EBITDA targets are achieved, and management need to
deliver at least 110% of the target to realise the full award.

The metrics in the table below apply to actual 2025 Group performance versus
the prescribed targets for revenue and EBITDA in 2025:

 Metric   Weighting  0% Vesting (Below Threshold)   12.5% Vesting   50% Vesting (Target)  100% Vesting (Maximum)

(Threshold)
 Revenue  50%        <90% of target                90% of target    Target                110%+ of target
 EBITDA   50%        <90% of target                90% of target    Target                110%+ of target

 

The RSUs for senior management, including the CEO and CFO, require at least
60% of the 2025 EBITDA target to be achieved in order for any of the LTIP
Shares awarded to vest. 2025 EBITDA performance below this target level will
result in all the RSU awards for senior management lapsing. For other
management and senior employees, this only applies to 50% of their RSU grant.
These targets do not apply for all other employees.

It should be noted that the co-founders of Devolver who are fully employed at
the company, including Executive Chairman Harry Miller, without exception,
declined to receive any awards under this grant.

-ENDS-

About Devolver Digital

 

Devolver is an award-winning video games publisher in the indie games space
with a balanced portfolio of third-party and own-IP. Devolver has an emphasis
on premium games and has published more than 100 titles, with more than 30
titles in the pipeline scheduled for release over the next few years. Devolver
has in-house studios developing first-party IP titles and a complementary
publishing brand. Devolver is registered in Wilmington, Delaware, USA.

 

Enquiries:

 

 Devolver Digital, Inc.                                          ir@devolverdigital.com (mailto:ir@devolverdigital.com)

 Harry Miller, Executive Chairman

 Douglas Morin, Chief Executive Officer

 Daniel Widdicombe, Chief Financial Officer

 Zeus (Nominated Adviser and Sole Broker)                        +44 (0)20 3829 5000

 Nick Cowles, Jamie Peel, Alexander Craig (Investment Banking)

 Ben Robertson (Equity Capital Markets)

 FTI Consulting (Financial PR)                                   devolver@fticonsulting.com (mailto:devolver@fticonsulting.com)

 Jamie Ricketts / Dwight Burden / Valerija Cymbal / Usama Ali    +44 (0)20 3727 1000

 

 

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK Market Abuse Regulation.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name                                                           Douglas Morin
 2.    Reason for the notification
 a)    Position/status                                                CEO
 b)    Initial notification/Amendment                                 Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Devolver Digital, Inc.
 b)    LEI                                                            213800PRI1918XI2H813
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Common stock par value of $0.0001

       Identification code

                                                                      ISIN: USU0858L1036
 b)    Nature of the transaction                                      Grant of Stock Units
 c)    Price(s) and volume(s)                                          Price(s)                        Volume(s)

                                                                       Nil consideration        154,454 RSUs

                                                                       Nil consideration        308,908 PSUs

 d)    Aggregated information                                         Price                              Volume

                                                                       Nil consideration        463,362
 e)    Date of the transaction                                        28 November 2023
 f)    Place of the transaction                                       London Stock Exchange, AIM

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name                                                           Daniel Widdicombe
 2.    Reason for the notification
 a)    Position/status                                                CFO
 b)    Initial notification/Amendment                                 Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Devolver Digital, Inc.
 b)    LEI                                                            213800PRI1918XI2H813
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Common stock par value of $0.0001

       Identification code

                                                                      ISIN: USU0858L1036
 b)    Nature of the transaction                                      Grant of Stock Units
 c)    Price(s) and volume(s)                                          Price(s)                        Volume(s)

                                                                       Nil consideration        119,684 RSUs

                                                                       Nil consideration        239,368 PSUs
 d)    Aggregated information                                         Price                              Volume

                                                                       Nil consideration        359,052
 e)    Date of the transaction                                        28 November 2023
 f)    Place of the transaction                                       London Stock Exchange, AIM

 

 

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