REG - Devolver Digital - Notice of Special Meeting

Devolver DigitalAnnouncement

07/10/2025 07:00

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RNS Number : 2841C  Devolver Digital, Inc.  07 October 2025

7 October 2025

 

Devolver Digital, Inc.

 

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

 

Notice of Special Meeting

 

 

Devolver Digital, the award-winning digital publisher and developer of
independent ("indie") video games, announces that on the 24th October 2025, it
will hold a Special Meeting at 16:00 (UK time) at the offices of Fieldfisher
LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom,
for the purpose of asking shareholders to consider and, if thought fit, to
approve the proposed resolutions. The Circular outlining the proposed
resolutions will be posted on the Company's website later today and contains
the notice convening the Special Meeting and instructions to shareholders on
how to vote at the Special Meeting.

 

Background to and reasons for the Special Meeting

 

Devolver has approximately 270 employees worldwide in total. There are 148
outstanding grants of options and warrants made to 100 recipients pursuant to
the Devolver Digital, Inc. 2017 Equity Incentive Plan (the "2017 Plan") (or in
respect of warrants, made under a stand-alone agreement on substantially the
same terms as the 2017 Plan). Of these grants, 133 are 'underwater', with
exercise prices per Share of £0.31 to £0.33 and £0.50 that are above the
Current VWAP of £0.27 (the "Underwater Stock Options" and "Underwater
Warrants").

 

The Board wishes to re-set the Company's equity incentive arrangements with
the aim of re-incentivising staff across the Group to support the forward
trajectory of the Company and build on the work over the last 18 months. The
Board intends to do this in three ways:

 

Proposals in respect of the 2017 Plan and the Underwater Warrants: the Board
intends to make an offer to stock option holders and warrant holders to amend
the terms of the Underwater Stock Options and Underwater Warrants (as such
terms are described in the Circular), as follows:

 

a.   repricing the exercise price of the Underwater Stock Options and
Underwater Warrants to align with the prevailing fair market value of the
Shares;

b.   reducing the overall quantum of the Underwater Stock Options and
Underwater Warrants (reduced by: (i) c. 15 per cent. for those holders who
were granted stock options or warrants with an exercise price between £0.31
and £0.33; and (ii) 30 per cent. for those holders who were granted stock
options or warrants with an exercise price of £0.50 (but in each case subject
to the adjustments further described in the Circular);

c.   resetting the exercise period of the Underwater Stock Options and
Underwater Warrants to 10 years from the date when these amendments become
effective; and

d.   amending the leaver provisions which apply to the Underwater Stock
Options and Underwater Warrants (as more particularly described in the
Circular).

 

Proposals in respect of the Devolver Digital, Inc 2022 Long-Term Incentive
Plan (the "2022 Plan"): the Board does not intend to make any changes to any
awards made under this plan and shall also retain the existing 2022 Plan so
that it might make future awards subject to key performance conditions and
targets thereunder.

 

Proposals in respect of the adoption of a new Devolver Digital, Inc 2025
Equity Incentive Plan (the "2025 Plan"): the Board intends to adopt a new 2025
Plan so that it might make awards thereunder. Subject to Shareholder approval,
it is proposed that the awards to be made under the 2025 Plan will comprise
one-off stock option grants to certain key senior employees.

 

Accordingly, the purpose of the Special Meeting is to ask Shareholders to:

 

·     Resolution 1: approve the amendments described in the Circular to
the terms of the Underwater Stock Options and the Underwater Warrants

·      Resolution 2: approve the terms of the Company's new 2025 Plan

·      Resolution 3: grant authority to allot Shares and grant rights
over Shares pursuant to the Plans

 

Recommendations

 

The Directors believe that the resolutions will promote the success of the
Company for the benefit of its shareholders as a whole. Accordingly, they
unanimously recommend that you vote in favour of the resolutions to be
proposed at the Special Meeting, as they intend to do in respect of their own
beneficial holdings, amounting to (in aggregate) 128,423,371 Shares,
representing 27.1 per cent. of the Issued and Outstanding Share Capital of the
Company at the date of this document.

 

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Circular posted on the Company's website earlier today:
https://investors.devolverdigital.com/
(https://url.uk.m.mimecastprotect.com/s/qEYnCG513cJX4zATpiZuBUzjN?domain=investors.devolverdigital.com)

 

 

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 135 titles, with more than 30
titles in the pipeline scheduled for release over the next three 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

 Harry Miller, Chief Executive Officer

 Graeme Struthers, Chief Operating Officer

 Daniel Widdicombe, Chief Financial Officer

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

 David Foreman / Kieran Russell (Investment Banking)

 Ben Robertson (Equity Capital Markets)

 Panmure Liberum (Joint Broker)                                 +44 (0)20 3100 2000

 Max Jones / Dru Danford / Shalin Bhamra (Investment Banking)

 Rupert Dearden (Corporate Broking)

 FTI Consulting (Communications)                                                   devolver@fticonsulting.com

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

 

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