REG - Devolver Digital - Posting of Circular and Notice of Special Meeting

Devolver DigitalAnnouncement

16/03/2022 11:00

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RNS Number : 9690E  Devolver Digital, Inc.  16 March 2022

16 March 2022

 

Devolver Digital, Inc.

 

("Devolver Digital" or the "Company")

 

Posting of Circular and Notice of Special Meeting regarding Electronic
Communications

 

Devolver Digital, an award-winning digital publisher and developer of indie
video games, has today published a circular (the "Circular") including a
notice convening a special meeting of the shareholders of the Company in order
to authorise the Company to upload the Company's annual report and accounts on
the Company's website, rather than post a hard copy to shareholders. The
meeting will be held at the offices of Fieldfisher LLP, 9(th) Floor, Riverbank
House, 2 Swan Lane, London EC4R 3TT, United Kingdom on 31 March 2022 at 11.00
a.m. (the "Special Meeting").

Background to the Special Meeting

The Company takes its environmental obligations seriously and is looking at
ways it can reduce its environmental impact throughout its business. One means
of doing so is by reducing the amount of paper which the Company produces and
posts to its shareholders.

Accordingly, and in preparation for the Company's first annual meeting, the
Company would like to take advantage of the electronic communications regime
and upload the Company's annual report and accounts onto the Company's
website, rather than having to print it and post it to all shareholders.

Rule 19 of the AIM Rules requires the Company to provide its shareholders its
annual report and accounts and half-yearly report in paper form, unless a
specific procedure has been followed, which includes, amongst other things,
both: (i) shareholders authorising the Company to do so by passing an
appropriate resolution at a separate meeting of shareholders; and (ii) the
Company writing to each shareholder asking for their individual consent to the
use of electronic communications in this way.

Accordingly, the Directors request that the shareholders of the Company
approve the relevant resolution at the Special Meeting (the "Resolution") and
shareholders will also find a letter enclosed with the circular (the "Consent
Letter"), wherein the Company requests each shareholder's consent to
communicate in this way.

Any shareholder who does not respond to the Consent Letter within 28 days of
receiving it will be deemed to have consented to use of the website and to
receiving the annual report and accounts, half-yearly report and other
documents via electronic means. Shareholders may also choose to continue
receiving printed copies of shareholder communications and the annual report
and accounts and half-yearly report if they would prefer to do so.

If the Resolution is passed, the new arrangements are expected to result in
potential administrative, printing and postage cost savings for the Company,
whilst preserving shareholders' rights to receive hard copy documents if they
wish. The reduced use of paper will also have important environmental
benefits.

Special Meeting

In order to facilitate attendance at the Special Meeting, the Company will be
permitting shareholders to attend virtually by video conference, as is
permitted by the Company's Bylaws and the General Corporation Law of the State
of Delaware. The arrangements for attendance by video conference will be
published on the Company's website at least one week prior to the Special
Meeting.

In order to be passed, the Resolution will require the affirmative vote of the
holders of a majority of the voting power of the Company's shares present in
person or represented by proxy at the meeting and entitled to vote on such
matter.

Copies of the Circular will be available free of charge from the Company's
registered office during normal business hours on each day (excluding
Saturday, Sunday and public holidays) from the date hereof until the date of
the Special Meeting. Copies will also be available from the Company's website
at www.investors.devolverdigital.com
(http://www.investors.devolverdigital.com) .

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Record date for entitlement of shareholders to receive notice of and vote at  6.00 p.m. on 15 March 2022
 the Special Meeting
 Dispatch of the Circular                                                      16 March 2022
 Dispatch of Consent Letters                                                   16 March 2022
 Latest time and date for receipt of forms of instruction (holders of          1.30 p.m. on 28 March 2022
 depository interests)
 Latest time and date for receipt of proxy appointments (holders of shares)    1.30 p.m. on 29 March 2022
 Special Meeting                                                               1.30 p.m. on 31 March 2022

 

Notes:

(a)             Unless otherwise specified, references above to
any given time are to the relevant time in the United Kingdom.

(b)            The times and dates above are indicative only. If
there is any change, revised times and dates will be notified to shareholders
by means of an announcement through a Regulatory Information Service.

 

 

 

-ENDS-

 

About Devolver Digital

 

Devolver Digital 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 90 titles, with more
than 30 titles in the pipeline scheduled for release over the next two years
and beyond. 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, Executive Chairman

 Douglas Morin, Chief Executive Officer

 Daniel Widdicombe, Chief Financial Officer

 Zeus Capital (Nominated Adviser and ECM)                       +44 (0)20 3829 5000

 Richard Darlington, Daniel Harris (Corporate Finance)

 Benjamin Robertson (Equity Capital Markets)

 FTI Consulting (Communications Adviser)                        devolver@fticonsulting.com

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

 

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