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 1st January 2023, i.e. shares with a two-year cliff will vest on 31st 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
(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 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.

Harry Miller, Executive Chairman

Douglas Morin, Chief Executive Officer

Daniel Widdicombe, Chief Financial Officer

 

 

ir@devolverdigital.com

 

Zeus (Nominated Adviser and Sole Broker)

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

Ben Robertson (Equity Capital Markets)

+44 (0)20 3829 5000



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

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 

 

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        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 

 

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        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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