Devolver Dig. S Regulatory News (DEVO)

4 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Devolver Digital, Inc

("Devolver" or the "Company")

Admission to AIM and First Day of Dealings

Devolver Digital, Inc, an award-winning digital publisher and developer of indie video games, is pleased to announce the admission of its shares to trading on the AIM market of the London Stock Exchange.

On Admission, the Company will have a market capitalisation of approximately £694.3 million, with a total of 442,256,716 outstanding shares in issue. In connection with Admission, gross proceeds of £190.9 million were raised by way of an oversubscribed placing of new and existing shares at the Placing Price of 157 pence per share with institutional and other shareholders, of which £36.5 million of gross proceeds are for the Company. As part of the Placing, the Selling Shareholders have agreed to sell, in aggregate, 98,292,740 Sale Shares at the Placing Price.

Dealings in the shares will commence at 8:00 a.m. today, 4 November 2021, under the ticker DEVO and ISIN number USU0858L1036.

Zeus Capital is Nominated Adviser and Sole Bookrunner to the Company.

Devolver Digital overview

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 90 titles, with more than 30 titles in the pipeline scheduled for release over the next two years and beyond. Through recent acquisitions, Devolver now has its own-IP franchises, in-house studios developing first-party IP and a complementary publishing brand. Devolver is registered in Wilmington, Delaware, USA.

The Directors believe that Admission will provide Devolver with access to capital on an ongoing basis to fund the Company's organic growth strategy, its primary driver. In addition, the Directors believe Admission will further enhance the Company's reputation as an ethical publisher, create a currency of the Company's shares and provide access to capital to make acquisitions where Devolver sees a cultural fit.

Harry Miller, Executive Chairman of Devolver, said:

"In 2009 a handful of us sat down in Austin, Texas to launch a new video game label to embrace the fun in video games and never let go. Today we are 200 people spread across 22 countries, two publishing brands and five development studios. One thing has not changed: our team remains passionate about helping developers, and fellow Devolvers bring interesting and unusual games to the forefront.

The team at Devolver Digital is forever thankful to our talented people and the partners and developers that put their trust in us - and we are excited about what the future holds."

Douglas Morin, Chief Executive Officer of Devolver, said:

"An IPO is the right choice for us to ensure our continued growth and support even more wonderful games. Most importantly it will allow us to retain our culture. Being a public company gives liquidity to our amazing team, all of whom are shareholders. It also gives us access to capital markets to continue investing in organic growth and talent."

Enquiries:

A copy of the Admission Document relating to Admission is available on the Company's website at www.devolverdigital.com. Words and expressions in this announcement shall have the same meaning as the Admission Document, unless the context otherwise requires.

Important information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of the Company's shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("US PERSON"), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY PROVINCE OR TERRITORY OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, NOR IN ANY COUNTRY OR TERRITORY WHERE TO DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF SECURITIES FOR SALE OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES. THE SHARES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE SHARES REFERRED TO HEREIN WILL BE SUBJECT TO THE CONDITIONS LISTED UNDER SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE US SECURITIES ACT. THE SHARES REFERRED TO HEREIN ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 UNDER THE US SECURITIES ACT. PURCHASERS OF THE SHARES MAY NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE SHARES, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, EXCEPT PURSUANT TO A TRANSACTION MEETING THE REQUIREMENTS OF RULES 901 TO 905 (INCLUDING THE PRELIMINARY NOTES) OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. HEDGING TRANSACTIONS IN THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.