TIDMDEVO
RNS Number : 9189J
Devolver Digital, Inc.
16 December 2022
16(th) December 2022
Devolver Digital, Inc.
("Devolver Digital", "Devolver" or the "Company", and the
Company together with all of its subsidiary undertakings "the
Group")
LTIP Adoption, Grant of Awards and PDMR Dealing
Devolver Digital, an award-winning digital publisher and
developer of independent ("indie") video games, is pleased to
announce the terms of a long-term incentive plan for its senior
leadership and group employees charged with delivering on the
Group's strategic objectives for the three years to end 2024 (the
"2022 LTIP"). This follows the outcome of a Special Meeting held on
December 12, 2022 where shareholders voted in favour of the two
resolutions within the Shareholder Circular, which was distributed
to all shareholders of record. The resolutions approved the
adoption of the LTIP plan and rules, as well as grants to be made
in 2022 under the plan.
The 2022 LTIP is designed to reward employees at all levels of
the Company for performance that delivers value for shareholders,
through the award of long-term incentive shares ("LTIP Shares").
The Remuneration Committee, made up entirely of Independent
Non-Executive Directors, worked with independent consultants
Alvarez and Marsal throughout the development of the LTIP.
All LTIP Shares awarded to management are subject to a
three-year cliff vesting period from the date of award, with a
two-year cliff vesting period for all other employees. The LTIP
Shares are made up of Performance Stock Units ("PSUs"), award of
which are, amongst other things, subject to achieving ambitious
financial targets, and Restricted Stock Units ("RSUs"), award of
which are, amongst other things, subject to certain performance
criteria for management and senior employees. In addition to the
above, a grant of shares was recommended for the CEO and CFO, and a
grant of RSUs was recommended to a small employee cohort who have
joined the company since IPO.
The Remuneration Committee recommended the following 2022 grants
to the Board, laid out in the tables below. These initial 2022
awards granted under the 2022 LTIP plan will amount to, in
aggregate, 7,913,563 shares (on the assumption that all vest),
representing 1.8 per cent. of the issued and outstanding share
capital. Total dilution from the outstanding options (i.e.
excluding options previously exercised within the EBT) and these
initial grants would therefore amount to 10.5 per cent. of the
issued and outstanding share capital.
The following awards have been made to Directors of the
Company:
Number of
shares
Other Stock
or Cash-Based
Director/PDMR Position RSUs PSUs Awards Total
------------------- ---------- -------- -------- --------------- ----------
Douglas Morin CEO 154,454 308,908 338,893 802,255
Daniel Widdicombe CFO 119,684 239,368 354,498 713,550
Total 274,138 548,276 693,391 1,515,805
The following awards have been made to other management and
employees of the Group:
Number of shares
Other Stock
or Cash
Category RSUs PSUs Based Awards Total
---------------------- ---------- ---------- -------------- ----------
Other management and
senior employees 1,609,304 2,757,417 - 4,366,721
Other employees and
contractors 2,031,036 - - 2,031,036
Total 3,640,340 2,757,417 - 6,397,757
For the majority of the grants, the effective date for the award
of these LTIP shares would be 1st January 2022, i.e. shares with a
two-year cliff will vest on 31st December 2023. In addition to the
two-year and three-year cliffs for vesting, the LTIP shares are
subject to a range of further vesting conditions specified at the
time of award, and likewise 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 (based upon
EBITDA and revenue metrics) 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 2024 Revenue and EBITDA targets are achieved,
and management need to deliver 110% of the target to realise the
full award.
The metrics in the table below apply to actual 2024 Group
performance versus the prescribed targets for revenue and EBITDA in
2024:
Metric Weighting 0% Vesting 12.5% Vesting 50% Vesting 100% Vesting
(Below threshold) (Target) (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 CEO and CFO,
require at least 60% of the 2024 EBITDA target to be achieved in
order for any LTIP Shares awarded under the 2022 grant to vest.
2024 EBITDA performance below this target level will result in all
the 2022 RSU grants 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 employee grant
recipients.
Of the 3,640,341 RSUs awarded to other management and other
employees, 1,130,566 RSUs relate to the grant to the cohort of
employees who have joined the company since IPO. These RSUs vest on
a quarterly basis over 3 years with an effective date for award
between 31st December 2021 and 30th September 2022.
The RSU and PSU share grants for management and senior
employees, including Douglas Morin (CEO) and Daniel Widdicombe
(CFO) are made up of PSUs (2/3) and RSUs (1/3), with the number of
shares to be awarded calculated using a notional price of GBP1.20
(86% higher than the current share price of GBP0.65, to reflect the
currently depressed share price) and need to be held for three
years before vesting. The award for Douglas Morin (CEO) is 154,454
RSUs and 308,908 PSUs to a total of 463,362 LTIP Shares. The award
for Daniel Widdicombe (CFO) is 119,684 RSUs and 239,368 PSUs to a
total of 359,052 LTIP Shares.
The Remuneration Committee also recommended in the first half of
2022 that Douglas Morin (CEO) and Daniel Widdicombe (CFO) should be
awarded 338,893 and 354,498 common shares of $0.0001 each ("IPO
Award Shares") respectively in recognition of their contribution to
the successful listing of the Company in 2021. These are included
in the above table as Other Stock or Cash-Based Awards. There are
no performance, vesting or other conditions attached to these
shares. These shares will be issued on a net settlement basis,
where value of the shares received is equal to the post-tax (i.e.
net) value that would have been received on a sell-to-cover basis,
had all the shares been issued but some sold immediately to cover
the income taxes and social security taxes due. This reduces the
number of shares issued and resulting dilution. On a net-settled
basis, Douglas Morin (CEO) will be awarded 267,174 common shares,
and Daniel Widdicombe (CFO) will be awarded 187,884 common
shares.
The cohort of employees who have joined the company since IPO
will also receive net-settled shares for the already-vested first
four or fewer quarters, where applicable, of the 3-year vesting
period. The total net-settled share amount is 166,840 shares. Taken
together with the CEO and CFO net-settled IPO Award Shares, the
total number of shares to be immediately issued is 621,898
shares.
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 share awards
under the 2022 LTIP.
Further information regarding the LTIP Shares and the Group's
remuneration framework will be set out in the Group's annual report
for the year ending 31 December 2022.
Devolver has made application to the London Stock Exchange for
the issue of securities in respect of 621,898 new common shares to
be admitted to trading on AIM in relation to the IPO Share Awards
and it is expected that admission will become effective on or
around 21 December 2022. Following the admission of the new common
shares, the Company's issued share capital will comprise
444,384,250 common shares and may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Enquiries :
Devolver Digital, Inc. ir@devolverdigital.com
Harry Miller, Executive Chairman
Douglas Morin, Chief Executive Officer
Daniel Widdicombe, Chief Financial Officer
Zeus (Nominated Adviser and Sole Broker)
Nick Cowles, Jamie Peel, Matt Hogg (Investment
Banking)
Ben Robertson (Equity Capital Markets) +44 (0)20 3829 5000
FTI Consulting (Financial PR) devolver@fticonsulting.com
Jamie Ricketts / Dwight Burden / Valerija +44 (0)20 3727 1000
Cymbal / Usama Ali
Devolver Digital overview
Devolver Digital is an award-winning video games publisher in
the indie games space with a balanced portfolio of third-party and
own-IP. The Company has an emphasis on premium games and has a back
catalogue of over 100 titles, with more than 30 titles in the
pipeline. Through recent acquisitions, Devolver now has its own-IP
franchises, in-house studios developing first-party IP and two
publishing brands. The Company is registered in Wilmington,
Delaware, USA.
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.
Details of the person discharging managerial responsibilities/person
1. closely associated
a) Name Douglas Morin
-------------------------------- --------------------------------------
Reason for the notification
2.
------------------------------------------------------------------------
a) Position/status CEO
-------------------------------- --------------------------------------
b) Initial notification/Amendment Initial notification
-------------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Devolver Digital, Inc.
-------------------------------- --------------------------------------
b) LEI 213800PRI1918XI2H813
-------------------------------- --------------------------------------
Details of the transaction(s): section to be repeated
4 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 Common stock par value of $0.0001
instrument, type of instrument
Identification code ISIN: USU0858L1036
-------------------------------- --------------------------------------
b) Nature of the transaction Grant of Stock and Stock Units
-------------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Nil consideration 154,454 RSUs
Nil consideration. 308,908 PSUs
Nil consideration 267,174 IPO Award
Shares
-------------------------------- --------------------------------------
d) Aggregated information Price Volume
Nil consideration 730,536
-------------------------------- --------------------------------------
e) Date of the transaction 12(th) December 2022
-------------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange, AIM
---- -------------------------------- --------------------------------------
Details of the person discharging managerial responsibilities/person
1. closely associated
------------------------------------------------------------------------
a) Name Daniel Widdicombe
-------------------------------- --------------------------------------
Reason for the notification
2.
------------------------------------------------------------------------
a) Position/status CFO
-------------------------------- --------------------------------------
b) Initial notification/Amendment Initial notification
-------------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Devolver Digital, Inc.
-------------------------------- --------------------------------------
b) LEI 213800PRI1918XI2H813
-------------------------------- --------------------------------------
Details of the transaction(s): section to be repeated
4 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 Common stock par value of $0.0001
instrument, type of instrument
Identification code ISIN: USU0858L1036
-------------------------------- --------------------------------------
b) Nature of the transaction Grant of Stock and Stock Units
-------------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Nil consideration 119,684 RSUs
Nil consideration 239,368 PSUs
Nil consideration 187,884 IPO Award
Shares
-------------------------------- --------------------------------------
d) Aggregated information Price Volume
Nil consideration 546,936
-------------------------------- --------------------------------------
e) Date of the transaction 12(th) December 2022
-------------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange, AIM
---- -------------------------------- --------------------------------------
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END
DSHFFEEFIEESEFE
(END) Dow Jones Newswires
December 16, 2022 02:00 ET (07:00 GMT)
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