Devolver Digital shareholders vote to take company private

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Shareholders in indie games publisher Devolver Digital have voted to take the company's shares off AIM, the London Stock Exchange's Alternative Investment Market.

 

According to a release, the resolution passed at a general meeting on September 8th with 90% of votes cast in favour, clearing the 75% threshold it needed under AIM rules. Devolver said its last day of trading on AIM would be September 15th. The cancellation was then set to take effect at 7 AM UK time on September 16th.

 

Devolver, which is registered in Wilmington, Delaware, publishes and develops independent ('indie') video games. It has published more than 150 titles so far, with over 30 more planned for release over the next three years, and some of its games come from its own in-house studios. The company's board had unanimously recommended the move, and its directors, who held 25.91% of Devolver's shares between them, had pledged to vote in favour.

 

Tender offer oversubscribed

Alongside the vote, Devolver ran a tender offer that gave shareholders a chance to sell some or all of their shares back to the company before it left AIM. The offer closed on September 8th at 16p per share, matching Devolver's closing share price on August 5th. The company had capped the buyback at 23.3m shares (around 4.71% of its issued share capital), and investors offered up more than that. As a result, every tender was scaled back proportionally and the full allocation was used.

 

At 16p a share, the buyback comes to roughly £3.73m (~$5m). The tendered shares were to be bought first by Zeus Capital, Devolver's nominated adviser and joint broker on AIM, before Devolver acquired them from Zeus and cancelled them. According to the release, shareholders would receive their proceeds by September 11th.

 

Devolver's biggest shareholders stayed out of the offer. The Concert Party, Devolver's term for a group of shareholders acting together made up of Chief Executive Officer Harry Miller, Chief Operating Officer Graeme Struthers and Nigel Lowrie, had promised not to sell any shares, as had the company's directors. Before the tender, Devolver said the group's combined stake of 31.39% could rise to as much as 32.94% as a result. Once the tendered shares were cancelled, Devolver would have 472m shares carrying voting rights (it also holds 7.77m shares in treasury, which carry none).

 

Why Devolver is leaving AIM

Devolver first set out its plans in an announcement in August. Its shares were admitted to AIM on November 5th 2021, and the company said the games industry had since been through a period of disruption, with widespread layoffs, platforms scaling back and impairments (write-downs in the value of assets) across the sector. Devolver also wrote down several of its own underperforming titles during that time.

 

The board said there was a 'valuation disconnect' and that its share price did not reflect the company's real value. Devolver's revenue, gross margins and adjusted EBITDA (a measure of profit) all improved in 2025, and a trading update in June showed revenue growth of over 60% year-on-year. Despite this, its share price of 16p on August 5th was more than 25% lower than the 21.5p it reached shortly after Devolver published its 2024 annual results.

 

Trading in Devolver's shares had also been thin. Over the previous 12 months, an average of around 96,000 shares changed hands each day, only 0.02% of its issued share capital, and that figure fell to 33,000 in the three months before the August announcement. Devolver said this was despite appointing a joint broker in 2024, commissioning paid-for research in 2025 and presenting to retail investors, none of which led to a rise in its share price.

 

The company also pointed to cost. Leaving AIM is expected to save around $1.6m a year, money the board said could be better spent on growth. Devolver added that its revenue depends on when individual games launch, which it said made its results uneven between reporting periods and a poor fit for a market that expects steady growth every six months. It also described the management time spent on AIM's legal and regulatory requirements as disproportionate to the benefits.

 

Its shareholder base was another factor. According to the August announcement, employees, division heads and founders of Devolver's subsidiaries held around 25% of the company, while strategic investors from the games industry held roughly another 25%. Few of them had been willing or able to sell shares into the market, and Devolver said this had hurt staff morale in some cases.

John Popko

John Popko

I write. I rap. I run. That’s pretty much it.

john@invenglobal.com