Posting of Circular and Notice of Special Meeting

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 .

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record date for entitlement of shareholders to receive notice of and vote at the Special Meeting	6.00 p.m. on 15 March 2022
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 depository interests)	1.30 p.m. on 28 March 2022
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. Harry Miller, Executive Chairman Douglas Morin, Chief Executive Officer Daniel Widdicombe, Chief Financial Officer	[e-mail]
Zeus Capital (Nominated Adviser and ECM) Richard Darlington, Daniel Harris (Corporate Finance) Benjamin Robertson (Equity Capital Markets)	[phone]
FTI Consulting (Communications Adviser) Jamie Ricketts / Dwight Burden / Valerija Cymbal / Usama Ali	[e-mail] [phone]

 

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