AIM Rule 26

Devolver Digital’s directors recognise the importance of high standards of corporate governance.  To read about our corporate governance and composition of the board committees and responsibilities, see Corporate Governance.

Country of incorporation and main country of operation

The Company is a US corporation incorporated under the laws of the State of Delaware.

There are a number of differences between the corporate structure of the Company as a Delaware corporation and that of a public limited company incorporated in England under the Companies Act. Certain provisions have been incorporated into the Certificate of Incorporation and Bylaws of the Company to provide rights to shareholders that are not conferred by the provisions of the Delaware General Corporation Law, but which the Company believes shareholders would expect to see in a company whose shares are admitted to trading on AIM to the extent such practices are enforceable under Delaware law.
 

Company documentation

For latest IPO documentation, financial reports, Certificate of Incorporation, Bylaws, and other company documentation, see Resources.
 

Details of Any Other Exchanges or Trading Platforms

The securities of Devolver Digital are traded only on the AIM Market of the London Stock Exchange, and no application has been made for them to trade on any other exchange or platform.
 

The number of AIM securities in issue

For the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders, see Shareholder Information.
 

Details of any restrictions on the transfer of its AIM securities

The Shares are subject to the conditions listed under Rule 903(b)(3), or Category 3 of Regulation S of the US Securities Act. The Shares 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 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 another exemption from the registration requirements of the US Securities Act.

The Shares trade on AIM in a restricted line of Shares under the symbol DEVO. The Shares (represented by the depository interests) held by non-affiliates of the Company and any Shares subsequently deposited with CREST against the issuance of depositary interests will be held in the CREST system and identified with the marker “REG S”. The “REG S” marker indicates that the Shares held in the CREST system may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US Persons except (i) in an offshore transaction meeting the requirements of Regulation S, (ii) pursuant to an available exemption from registration under the US Securities Act, or (iii) pursuant to an effective registration statement under the US Securities Act.  Further hedging transactions involving the Shares may not be conducted unless in compliance with the US Securities Act.

Further details relating to these provisions are set out in the Company’s Admission document.

Notifications

For notifications in the past 12 months, see Regulatory News.
 

Details on the UK City Code on Takeovers and Mergers

The Company is not subject to the Takeover Code because its registered office and its place of central management and control are outside the United Kingdom, the Channel Islands and the Isle of Man.

As a result, certain protections that are afforded to shareholders under the Takeover Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to the Company.

However, the Company has incorporated certain provisions in the Certificate of Incorporation which seek to provide Shareholders with certain protections otherwise afforded by the Takeover Code. These include provisions similar to Rule 9 of the Takeover Code and require that any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he or she is already interested or in which persons acting in concert with him or her are interested, carry 30 per cent. or more of the voting rights of the company, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Further details relating to these provisions are set out in the Company’s Admission document.
 

Nominated adviser and other key advisers

For details of the Company's Nominated Adviser and other key advisers, see Advisers.
 

Registered address

251 Little Falls Drive
Wilmington
New Castle County
Delaware 19808
USA