Shares and shareholders
Share capital and shares
Tieto Corporation’s issued and registered share capital on 31 December 2015 totalled EUR 76 555 412.00 and the number of shares was 74 009 953.
Tieto’s shares have no par value and their book countervalue is one euro. Tieto’s shares are listed on NASDAQ in Helsinki and Stockholm. The company has one class of shares, with each share conferring equal dividend rights and one vote. The company’s Articles of Association include a restriction on voting at the Annual General Meeting, where no-one is allowed to vote with more than one-fifth of the votes represented at the meeting. The Articles of Association are available at www.tieto.com/investors.
Shareholders and holding of own shares
The company had 24 491 registered shareholders at the end of 2015. Based on the ownership records of the Finnish and Swedish central securities depositories, 36.2% of Tieto’s shares were held by Finnish and 2.3% by Swedish investors. In total, there were 22 967 retail investors in Finland and Sweden and they held 12% of Tieto’s shares.
The members of the Board of Directors, the President and CEO and their close associates together held 0.1% of the shares and votes, and none of option rights registered in the book-entry system on 31 December 2015. The President and CEO is also participating in Tieto’s long-term share-based incentive plans 2015–2017. Potential rewards will be paid partly in Tieto shares. Additionally, he participates a share-based reward plan running until the end of 2016 and is entitled to a total of 9 200 shares if the criteria set for the plan is met. As the number of additional shares related to these incentives is dependent on the company’s performance these are not included in this aggregate number. The company has not issued any bonds with warrants.
Tieto has three longer-term shareholders holding 10% or more of the shares: Cevian Capital Partners Ltd, Solidium Oy and Silchester International Investors LLP. Based on the latest information (31 August 2015), Cevian Capital's holding was 11 073 614 shares, representing 15.0% of the shares and voting rights. Solidium Oy held 10.0% of Tieto’s shares on 31 December. Based on its announcement made on 23 June 2015, Silchester International Investors LLP’s aggregate holding in Tieto was 7 401 027 shares, which represents 10.0% of the shares and voting rights.
Tieto is not aware of any shareholder agreements or cross-shareholdings that would limit the amount of shares available for trading. Additionally, since the existing stock option programmes and the share-based incentive plan represent limited dilution potential, the free float of the shares can be considered to be 100% excluding the treasury shares currently held by the company.
At the end of 2015, the number of shares in the company’s or its subsidiaries’ possession totalled 465 084 representing 0.6% of the total number of shares and voting rights. In March, the Board of Directors decided on a directed share issue related to the reward payment for the performance period 2014 of Tieto’s Long-Term Incentive Programme 2012–2014. In the share issue, 38 815 Tieto shares held by the company were conveyed without consideration to the Leadership Team members participating in the programme. Furthermore, Tieto paid an additional success-based incentive to the President and CEO in January 2015. The bonus of EUR 500 000 consisted of 10 688 treasury shares and a cash payment. The company received a return of 3 768 shares free of consideration during the year. The number of outstanding shares, excluding the treasury shares, was 73 544 869 at the end of the year.
Stock options and share-based incentives
Tieto has one series of options issued for its key personnel. Each option entitles its holder to subscribe for one share (1:1).
The following table is based on the book-entry system on 19 January 2016:
|Stock option||Company's ownership||Ownership of other holders||Maximum number of new shares||% of shares and votes after dilution||Subscription
|Exercise price, EUR|
|2009 C||138 675||103 159||241 834||0.33%||1.3.2014–
|Total||138 675||103 159||241 834||0.33%|
During the year, the total number of stock options decreased by 527 061 to 241 834. The change comprises:
- a total of 153 181 is based on the subscriptions with stock options 2009B
- a total of 143 805 is based on the subscriptions with stock options 2009C
- a total of 3 140 shares subscribed for with stock options 2009C in December 2015 – the shares subscribed were registered on 19 January 2016
- a total of 226 935 stock options 2009B expired, of which 117 250 were in the company’s possession.
A total of 14 875 stock options 2009C were returned to Tieto. As a result, the company holds 138 675 stock options.
The Board of Directors shall decide on measures concerning the unsubscribed options held by the company at a later date. In all the current share option schemes, the persons covered by the scheme receive the options if they are employed by Tieto on the starting date of the subscription period. Under the terms and conditions, the subscription price will be reduced annually by the amount of dividend per share.
In 2014, the Board of Directors decided to establish a new share-based reward plan. The plan consists of one earning period and it will run until the end of 2016. The rewards to be paid correspond to the value of 62 500 Tieto shares at the maximum. The Board of Directors anticipates that shares to be delivered to the participants under the plan would consist of shares in the possession of the company or shares to be acquired from the market. Thus, no new shares will be issued in connection with the plan and, therefore, the incentive plan will have no dilutive effect. The possible reward will be paid in the beginning of 2017.
In 2015, Tieto established two share-based incentive plans, a Performance Share Plan 2015 and a Restricted Share Plan 2015. The potential rewards from these new incentive plans will be paid partly in the company’s shares and partly in cash in 2018. The Board of Directors anticipates that share rewards to be delivered to the participants under the plan will consist of shares to be acquired from the market. Thus, no new shares will be issued in connection with the plan and, therefore, the incentive plan will have no dilutive effect. The rewards to be paid on the basis of the Performance Share Plan 2015 correspond to the value of an approximate maximum total of 430 000 Tieto shares (including the proportion to be paid in cash). Based on the Restricted Share Plan 2015, rewards to be paid correspond to the value of an approximate maximum total of 50 000 Tieto shares (including the proportion to be paid in cash).
The 2015 Annual General Meeting authorized the Board of Directors to decide on the repurchase of the company's own shares. The amount of own shares to be repurchased shall not exceed 7 200 000 shares, which currently corresponds to approximately 10% of all the shares in the company. The authorization is intended to be used to develop the company’s capital structure.
Share performance and trading
In 2015, the turnover of Tieto’s shares totalled EUR 832.1 million (37 041 013 shares) in Helsinki and SEK 379.2 million (1 802 615 shares) in Stockholm. The combined trading volume represented 52% of the shares. On NASDAQ Helsinki, the volume-weighted average share price in 2015 was EUR 22.48. At the end of the year, the share price was EUR 24.72. The highest price was EUR 25.00 and the lowest EUR 19.98. At the end of the year, the company’s market capitalization totalled EUR 1 829.5 (1 584.8) million. The share price rose by 14% in Helsinki and 11% in Stockholm during the year. At the same time, the OMX Helsinki Price Index rose by 10%. The OMX Stockholm Price Index was up by 6% in 2015.
In addition to NASDAQ Helsinki and Stockholm, Tieto’s share is traded on multilateral trading facilities (MTF). Shares were traded at least on Chi-X, Turquoise, Burgundy and BATS Europe. The aggregate number of Tieto’s shares traded on these marketplaces was 17 253 993 shares, or approximately 31% of the total trading volume.
For additional information on shares and shareholders, see www.tieto.com/Investors/Shares.
|Number of shares|
|Number of shares||74 009 953||73 675 903||73 132 367||72 377 213||72 023 173|
|Outstanding shares 1)|
|At year end||73 544 869||73 165 084||72 590 573||71 823 513||71 469 473|
|Average||73 426 563||72 944 228||72 369 221||71 659 278||71 469 473|
|Share capital at year end, EUR||76 555 412||76 555 412||76 555 412||75 952 174||75 841 523|
|Per share data|
|Earnings per share, EUR|
|Equity per share, EUR||6.57||6.44||7.08||7.30||7.90|
|Share price performance and trading volumes|
|Highest price of share, EUR||25.00||22.64||18.43||15.78||15.99|
|Lowest price of share, EUR||19.98||16.15||14.20||11.01||8.39|
|Average price of share, EUR||22.48||19.45||16.09||13.53||11.97|
|Turnover, number of shares||37 041 013||28 085 320||26 657 716||38 797 365||67 249 460|
|Highest price of share, SEK||246.10||207.90||155.00||139.50||142.20|
|Lowest price of share, SEK||183.00||142.10||123.00||97.55||78.65|
|Average price of share, SEK||210.32||177.45||140.05||119.50||113.76|
|Turnover, number of shares||1 802 615||3 138 593||1 511 176||4 635 237||8 349 881|
|Market capitalization, EUR million||1 829.5||1 584.8||1 202.3||1 077.7||792.3|
|Dividend, EUR 1 000||99 290||95 177||65 369||59 709||53 602|
|Dividend per share, EUR||1.35||1.30||0.90||0.83||0.75|
|Payout ratio, %||109.8||270.8||104.7||202.4||89.3|
|Price per earnings ratio (P/E)||20||45||19||36||13|
|Dividend yield, %||5.5||6.0||5.5||5.6||6.8|
|Price per earnings ratio (P/E)||20||45||19||36||13|
|Dividend yield, %||5.5||6.0||5.4||5.6||6.8|
|1) Adjusted for shares held by the company|
|Major shareholders on 31 December 2015|
|1||Cevian Capital 1)||11 073 614||15.0|
|2||Solidium Oy||7 415 418||10.0|
|3||Silchester International Investors LLP 2)||7 401 027||10.0|
|4||Swedbank Robur fonder||1 703 347||2.3|
|5||Ilmarinen Mutual Pension Insurance Co.||1 358 840||1.8|
|6||The State Pension fund||823 000||1.1|
|7||Varma Mutual Pension Insurance Co.||793 488||1.1|
|8||Evli funds||736 357||1.0|
|9||Nordea funds||570 500||0.8|
|10||Svenska litteratursällskapet i Finland r.f.||541 345||0.7|
|Top 10 shareholders total||32 416 936||43.8|
|- of which nominee registered||20 177 988||27.3|
|Nominee registered other||26 821 392||36.2|
|Others||14 771 625||20.0|
|Total||74 009 953||100.0|
|Based on the ownership records of Euroclear Finland Oy and Euroclear Sweden AB.|
|1) Based on the ownership records of Euroclear Finland Oy, Cevian Capital's holding on 31 August 2015 was 11 073 614 shares, representing 15.0 % of the shares and voting rights.|
|2) On 23 June 2015, Silchester International Investors LLP announced that its holding in Tieto Corporation was 7 401 027 shares, which represents 10.0% of the shares and voting rights.|
|Number of shares||Shareholders||Shares|
|1–100||5 588||36.3||323 856||0.4|
|101–500||6 110||39.6||1 642 951||2.2|
|501–1 000||1 831||11.9||1 415 375||1.9|
|1 001–5 000||1 581||10.3||3 392 918||4.6|
|5 001–10 000||155||1.0||1 111 040||1.5|
|10 001–50 000||94||0.6||1 899 858||2.6|
|50 001–100 000||24||0.2||1 586 319||2.1|
|100 001–500 000||23||0.2||5 033 152||6.8|
|500 001–||8||0.1||57 593 924||77.8|
|Changes in share capital|
|(1 share = 1 vote)||Shares||Share capital, EUR|
|Total on 31 December 2006||75 841 462||75 841 462|
|Nullifying of the company’s own shares, registered in 2007||1 883 350||0|
|Bonds with options subscribed, registered in 2007||61||61|
|Nullifying of the company’s own shares, registered in 2008||1 935 000||0|
|Total on 31 December 2011||72 023 173||75 841 523|
|Subscriptions with stock options, registered in 2012||354 040||110 651|
|Total on 31 December 2012||72 377 213||75 952 174|
|Subscriptions with stock options, registered in 2013||755 154||603 238|
|Total on 31 December 2013||73 132 367||76 555 412|
|Subscriptions with stock options, registered in 2014||543 536||0|
|Total on 31 December 2014||73 675 903||76 555 412|
|Subscriptions with stock options, registered in 2015||334 050||0|
|Total on 31 December 2015||74 009 953||76 555 412|
|Tieto, trading codes|
|NASDAQ OMX Helsinki||TIEV|
|NASDAQ OMX Stockholm||TIEN|
|Thomson Reuters, Helsinki||TIE1V.HE|
|Thomson Reuters, Stockholm||TIEN.ST|
|Bloomberg, Helsinki||TIE1V FH|
|Bloomberg, Stockholm||TIEN SS|