9 October 2024
Devolver Digital, Inc.
("Devolver Digital", "Devolver" or the
"Company", and the Company together with all of its subsidiary
undertakings "the Group")
Grant of Awards
Devolver Digital, the 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 2024 awards are designed to reward
employees at all levels of the Company for performance that
delivers value for shareholders. The LTIP 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 with financial
performance criteria for senior employees.
The Remuneration Committee recommended the
following awards to the Board, laid out in the tables below. These
awards amount to, in aggregate, 8,568,079 shares (on the assumption
that all vest), representing 1.8 per cent. of the issued and
outstanding share capital. Total dilution from these awards and all
outstanding share options and grants amount to 12.2 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
|
|
Daniel
Widdicombe
|
CFO
|
153,333
|
306,667
|
460,000
|
|
Total
|
|
153,333
|
306,667
|
460,000
|
|
|
|
|
|
| |
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
|
2,571,499
|
3,590,487
|
6,161,986
|
|
Other employees and contractors
|
1,946,093
|
-
|
1,946,093
|
|
Total
|
4,517,592
|
3,590,487
|
8,108,079
|
The effective date for the award of these LTIP
shares is 1st January 2024, i.e. shares with a two-year
cliff will vest on 31st December 2025. All PSUs vest
after three years, on 31st December 2026. 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 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, which are applicable to PSUs only,
apply to actual 2026 Group performance versus the prescribed
targets for revenue and EBITDA in 2026:
|
Metric
|
Weighting
|
0% Vesting (Below
Threshold)
|
12.5% Vesting
(Threshold)
|
50% Vesting (Target)
|
100% Vesting (Maximum)
|
|
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
CFO, require at least 60% of the EBITDA target to be achieved in
order for any of the LTIP Shares awarded to vest. EBITDA
performance below this target level will result in all the RSU
awards for senior management lapsing. For other management and
senior employees, this performance target only applies to 50% of
their RSU grant. No performance targets are applied to RSUs granted
to all other employees.
The co-founders of Devolver who
are full-time employees at the company, CEO Harry Miller, COO
Graeme Struthers and CMO Nigel Lowrie, have not received any awards
under the LTIP since the LTIP's launch in 2022. This year the
Board has instead awarded them a
performance-linked cash bonus based on the same
targets and timing as
the 2024 LTIP awards.
-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 120 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.
Harry Miller, Chief Executive
Officer
Daniel Widdicombe, Chief Financial
Officer
|
ir@devolverdigital.com
|
|
Zeus
(Nominated Adviser and Sole Broker)
Nick Cowles, Kieran Russell
(Investment Banking)
Ben Robertson (Equity Capital
Markets)
|
+44 (0)20 3829
5000
|
|
|
|
|
|
Panmure
Liberum (Joint Broker)
Max Jones (Investment Banking)
|
+44 (0)20 3100
2000
|
|
FTI Consulting
(Financial PR)
Jamie Ricketts / Dwight Burden / Valerija
Cymbal / Usama Ali
|
devolver@fticonsulting.com
+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
|
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
Identification code
|
Common stock par value of $0.0001
ISIN: USU0858L1036
|
|
b)
|
Nature of the transaction
|
Grant of Stock Units
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
Volume(s)
Nil
consideration 153,333
RSUs
Nil
consideration 306,667
PSUs
|
|
d)
|
Aggregated information
|
Price
Volume
Nil
consideration
460,000
|
|
e)
|
Date of the transaction
|
8 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM
|