Result of GM, Result of Tender Offer and TVR

Devolver Digital, Inc.

09 September 2026

 

9 September 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE LAWS OF THE UNITED KINGDOM

Devolver Digital, Inc.

("Devolver Digital", "Devolver" or the "Company")

Result of General Meeting

Result of Tender Offer

and

Total Voting Rights

Devolver Digital, an award-winning digital publisher and developer of independent ("indie") video games, announces that the Resolution proposed at its General Meeting held yesterday in connection with the proposed cancellation of the admission of the Company's Shares to trading on AIM was duly passed with 90 per cent of votes cast in favour.

The Company also announces the results of the Tender Offer, which was oversubscribed and has been taken up in full. Tenders have accordingly been scaled back pro rata in accordance with the terms of the Tender Offer.

Unless otherwise defined, capitalised terms in this announcement have the meanings given to them in the circular published by the Company on 6 August 2026 and available on the Company's website at https://investors.devolverdigital.com (the "Circular").

Result of General Meeting

The vote was conducted on a poll and a summary of the votes received is set out on the Company's website.

The full text of the resolutions proposed and passed at the General Meeting can be found in the Circular containing, inter alia, the Notice of General Meeting.

The Resolution was passed by the affirmative vote of the holders of at least 75 per cent. of the voting power of the shares of Common Stock present in person or represented by proxy at the General Meeting and entitled to vote on the matter.

Accordingly, and as set out in the Circular, the last day of dealings in the Shares on AIM is expected to be 15 September 2026 and the Cancellation is expected to take effect at 7.00 a.m. on 16 September 2026.

Result of Tender Offer

The Tender Offer, the terms and conditions of which were set out in Part IV of the Circular, closed at 3.45 p.m. on 8 September 2026. The Tender Price was 16 pence per Share.

Under the Tender Offer, the Company offered to purchase a maximum of 23,320,896 Shares. The Tender Offer was oversubscribed and has therefore been taken up in full. Tenders have accordingly been scaled back pro rata in accordance with the terms of the Tender Offer. The Company will purchase the maximum of 23,320,896 Shares.

As set out in the Circular, each of the Concert Party and the Directors undertook to the Company that they would not sell any Shares under the Tender Offer, and none of them has tendered any Shares.

The Shares and Depositary Interests successfully tendered will be purchased by Zeus Capital Limited ("Zeus"), acting as principal. Those Shares will then be acquired by the Company from Zeus pursuant to the Repurchase Agreement and will be cancelled.

It is expected that CREST accounts will be credited with proceeds in respect of successfully tendered Depositary Interests, and that cheques will be despatched in respect of successfully tendered Non-CREST Shares, by 11 September 2026.

Total Voting Rights

Following the purchase and cancellation of the 23,320,896 Shares acquired under the Tender Offer, the Issued and Outstanding Share Capital of the Company will comprise 472,328,042 Shares. The Company will continue to hold 7,769,129 Shares in treasury, which carry no voting rights. The total number of voting rights in the Company following the purchase and cancellation will therefore be 472,328,042.

The figure of 472,328,042 may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company.

Cancellation of admission to trading on AIM

In accordance with the Resolution and Rule 41 of the AIM Rules, the Company (through its nominated adviser, Zeus) has notified the London Stock Exchange of the date of the proposed Cancellation.

Following the Cancellation becoming effective, there will be no formal market quote or live pricing for the Shares. The Company will no longer be subject to the AIM Rules or to the UK Market Abuse Regulation, and Shareholders will no longer be afforded the protections given by the AIM Rules, including in relation to the announcement of price sensitive information, substantial transactions and related party transactions, and the disclosure of changes in major shareholdings. The takeover protections currently contained in the Company's Certificate of Incorporation, including the provisions similar to Rule 9 of the Takeover Code, will cease to apply with immediate effect on the Cancellation becoming effective, as will the further shareholder protections described in paragraph 7 of Part I of the Circular. The independent Non-Executive Directors will step down and the Company will no longer have a Remuneration Committee, Nomination Committee or Audit Committee.

The principal effects of the Cancellation are set out in full in paragraph 3 of Part I of the Circular, and Shareholders' attention is drawn to that paragraph. The considerations set out there are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Dealings in the Shares prior to the Cancellation

Shareholders who did not tender Shares under the Tender Offer, and who are unable or unwilling to hold shares in a company that is neither listed nor quoted, are reminded that they may continue to trade in the Shares on AIM up to and including 15 September 2026, being the expected last day of dealings.

The Directors are not making any recommendation as to whether or not Shareholders should buy or sell their Shares.

Matched Bargain Facility

Following the Cancellation, and subject to Shareholders meeting specified exemptions under US securities laws, the Shares will be tradeable through a Matched Bargain Facility operated by JP Jenkins, which will be in place for a minimum of 12 months. Shareholders will be able to leave an indication to buy or sell Shares with JP Jenkins through a UK regulated stockbroker. JP Jenkins is unable to deal directly with members of the public.

There is no guarantee that the Matched Bargain Facility will provide liquidity in the Shares, or that Shares sold through it will achieve a price equal to the Tender Price, and there is a risk that it may not remain in place beyond the initial 12-month period. Further details are set out in paragraph 5 of Part I of the Circular and at www.jpjenkins.com.

Further tender offer

As set out in the Circular, the Board has approved a second tender offer for up to an additional US$5 million, which the Company currently intends to undertake within 12 months following the Cancellation on terms broadly similar to the Tender Offer. Any such offer will be priced based on an independent third-party valuation at the appropriate time. The final timing and terms of the offer will be determined by the Company in light of prevailing circumstances at the time, and further details will be provided at the appropriate time.

Expected timetable of principal events

Purchase of Shares under the Tender Offer	By 11 September 2026
CREST accounts credited in respect of Tender Offer proceeds for    Depositary Interests	By 11 September 2026
CREST accounts credited for revised holdings of Depositary Interests (or, in the case of unsuccessful tenders, for entire holdings of Depositary Interests)	By 11 September 2026
Cheques despatched in respect of Tender Offer proceeds for Non-CREST Shares	By 11 September 2026
Book entry updates in respect of unsuccessful tenders or unsold Non-CREST Shares	By 11 September 2026
Expected last day of dealings in Shares on AIM	15 September 2026
Expected time and date of Cancellation	7.00 a.m. on 16 September 2026

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 150 titles, with more than 30 titles in the pipeline scheduled for release over the next three 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 Graeme Struthers, Chief Operating Officer Daniel Widdicombe, Chief Financial Officer	[e-mail]
Zeus (Nominated Adviser and Joint Broker) David Foreman / Kieran Russell (Investment Banking) Nick Searle (Equity Capital Markets)	[phone]
Panmure Liberum (Joint Broker) Dru Danford / Piers Shimwell (Investment Banking) Rupert Dearden (Corporate Broking)	[phone]
FTI Consulting (Communications)  Jamie Ricketts / Valerija Cymbal / Hermione Mellor	[e-mail]                 [phone]

NOTICE TO U.S. SHAREHOLDERS

The Tender Offer relates to securities of a company incorporated in Delaware with its shares quoted on AIM and is subject to the disclosure requirements, rules and practices applicable to companies quoted in the United Kingdom, which differ from those of the United States in certain material respects. A circular has been prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the London Stock Exchange. The financial information included in the circular has been prepared in accordance with IFRS and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies. The Tender Offer is being made in the United States pursuant to Section 14(e), of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended ("Exchange Act"), and otherwise in accordance with the requirements of the London Stock Exchange. Accordingly, the Tender Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures. The Company is not listed on an American securities exchange and is not subject to the periodic reporting requirements of the Exchange Act and it is not required to, and does not, file any reports thereunder.

 

END