BSI's rights issue fixes the free float only if BNI and BRI step aside

What BSI filed

On 30 September BSI published a disclosure (Keterbukaan Informasi, PMHMETD II) and called an extraordinary meeting for Friday 6 November 2026. The proposal is a second rights issue of up to 6,800,000,000 Series B shares with a par value of Rp500. New shares rank equally with existing ones, dividends included, and are paid for in cash. BSI may issue fewer shares than the maximum, as it did in 2022, when it sought approval for 6.0bn and issued 5.0bn.

The registration statement goes to OJK after the meeting; the rules allow at most 12 months between the approval and OJK declaring it effective. BSI expects to finish in the first quarter of 2027. All net proceeds go to financing.

The filing gives one paragraph of numbers. Capital supporting the business rises from Rp51.07tn in 2026 to Rp64.41tn in 2027, and CAR from 20.38% to 23.31%. BSI ties the larger capital base to its effort to move up a KBMI group, the OJK tiers by core capital, and says profitability ratios may dip in the short term before recovering as the money is lent out.

1. 30 Sep 2026
   Disclosure and EGM announcement
2. 14–15 Oct
   Record date for the meeting; meeting notice
3. 6 Nov
   EGM vote. MSCI's Indonesia review follows in November
4. Q1 2027
   Prospectus, rights trading and payment
5. 31 Mar 2027
   IDX free-float floor of 12.5%; 15% follows on 31 Mar 2028

The chart: two rights issues four years apart

BRIS closed at Rp1,420 on the day of the filing, down 6.3%, at the session low, on 52.8m shares, 2.5 times its 20-day average. Intraday reports that day quoted Rp1,485; the close was lower. The stock is 47% below its 52-week high close of Rp2,690 (24 September 2025) and 55% below its Rp3,160 peak of September 2024. It trades at 1.28 times June book value and 8.2 times trailing earnings.

The first rights issue is the closest template. BSI published that disclosure on 16 August 2022 with the stock at Rp1,525. By the last cum-rights day, 13 December 2022, it had slipped to Rp1,295. BSI priced at Rp1,000, a 22.8% discount to that close and 20.8% below the theoretical ex-rights price (TERP) of Rp1,263. The stock went ex-rights at Rp1,215, made its low of Rp1,100 on 20 December, 13% under TERP, and was at Rp1,680 by 31 March 2023. One episode proves little, but it shows where the pressure sat: between the disclosure and the subscription period, when holders sell ahead of a known supply of new shares.

The free-float arithmetic

IDX Rule I-A, in force since 31 March 2026, gives issuers with a market value of at least Rp5tn and a free float below 12.5% until 31 March 2027 to reach 12.5%, and until 31 March 2028 to reach 15%. Free float counts shares held by investors with less than 5%, excluding controllers, their affiliates, directors and commissioners. BSI's is 9.91% (IDX, 30 September): Bank Mandiri holds 51.47%, BNI 23.24% and BRI 15.38%.

A rights issue moves free float only when the big holders subscribe for less than their share. Of 6.8bn new shares, Mandiri is entitled to 3.50bn, BNI to 1.58bn, BRI to 1.05bn and everyone else to 0.67bn.

Three readings stand out. If everyone subscribes, nothing changes. A replay of 2022 clears the 2027 floor but not the 2028 one. If BNI and BRI let all their rights go, free float reaches 14.9%, just short of 15%. With Mandiri subscribing in full, an issue of about 7.0bn shares would land exactly on 15% in that case, while the 12.5% floor alone needed only about 3.3bn. The 6.8bn size fits a one-step route to the 2028 level better than a minimum fix for 2027.

A detail in the KSEI data: BRI's line in the list of holders above 1% fell by 97.2m shares in July 2026 (15.38% to 15.17%) as the account was renamed. IDX still reports 9.91%. If those shares now sit with public investors, free float is 10.1% and the step-aside case reaches 15.06%.

Who has to buy

If BNI and BRI step aside, investors outside the three banks must take 3.30bn new shares. At Rp1,100 that is about Rp3.6tn: 2.2 times the Rp1.67tn the public put into the 2022 issue, and roughly 100 days of BRIS's average trading value over the past 20 sessions (Rp35.9bn a day). The 2022 issue was 1.4 times subscribed, and Mandiri still took about 0.3bn shares more than its entitlement.

That is why the standby arrangement in the prospectus matters as much as the price. If Danantara, another state entity, or any buyer that ends up with 5% or more absorbs the rights BNI and BRI leave, BSI raises capital without fixing its float. BNI and BRI have talked about selling down their BSI stakes since 2023; selling their rights into the market would be the cleanest way to do it through this deal. The only foreign holder above 1%, Malaysia's Employees Provident Fund, cut its stake from 1.25% in February to 1.15% in August (KSEI).

Ownership also changed above the banks this year. BSI became a state-owned Persero on 23 January 2026, and the Series A "Dwiwarna" share's rights moved to Danantara. Bank Mandiri stopped consolidating BSI in its accounts from 27–28 January. Mandiri keeps 51.47%, and under the rule its stake is excluded from free float whatever it decides.

What the capital guidance says about price

BSI does not need this money to stay well capitalised. Dividing capital by CAR in the filing gives risk-weighted assets of about Rp251tn in 2026 and Rp276tn in 2027, growth of 10%. Profit alone, using a broker forecast of Rp10.0tn for 2027 less a 20% payout on 2026 profit, would lift capital to about Rp59.4tn and CAR to 21.5% in 2027.

The guidance therefore says roughly how much the issue is meant to raise. The gap between the Rp64.41tn target and capital built from retained profit is about Rp5.1tn gross, close to the Rp5.0tn raised in 2022. Spread over 6.8bn shares, that is about Rp750 a share, 47% below the last close. If Danantara lifts the payout, more of the target has to come from the issue and the implied price rises; if BSI issues fewer shares, as in 2022, the price per share rises too.

The same arithmetic puts BSI over the Rp70tn KBMI 4 line on total capital in 2028, when another year of retained profit lands. Core capital, the measure OJK uses, sits a little below total capital, so the step-up probably comes in 2028 or shortly after.

Dilution and value

Our base case uses Rp1,100: the 2022 discount to TERP applied to the 30 September close. TERP is then Rp1,379 and each right is worth about Rp279 in theory. A holder of 10,000 shares receives about 1,474 rights. Subscribing costs about Rp1.62m; letting the rights lapse gives up about Rp411,000, 2.9% of the position. Selling the rights, or subscribing, avoids that loss.

Book value per share barely moves at Rp1,100 because the price sits close to book (Rp1,106). Below book the issue dilutes it; above book it adds. Earnings per share dilute more: 14.7% more shares cut EPS by 12.8% before the money earns anything. We assume the proceeds earn 4.7% after tax while idle in 2027 and 10% once lent in 2028.

For value, we use the justified price-to-book, (ROE − g) ÷ (cost of equity − g), with long-run growth of 7%. At Rp1,420 and an annualised first-half ROE of 16.1%, BRIS implies a cost of equity of 14.1%. Bank Rakyat Indonesia and Bank Mandiri imply 15.8% and 17.8% on their own ROE, so after a 47% fall BRIS still trades at a premium to the two largest state banks for each point of return. Of the banks we model, only Bank Central Asia (13.2%) and CIMB Niaga (13.4%) imply a lower cost of equity; Danamon, Permata and Mega earn too little above growth for the measure to mean much.

Two sensitivities matter more than the rights issue itself. At a 13.5% cost of equity, each percentage point of sustainable ROE is worth about Rp170 a share; at 16% ROE, moving the cost of equity from 13.5% to 14% takes fair value from about Rp1,530 to Rp1,420, today's price. The issue trims our base-case value by about 1%, to roughly Rp1,540. Margin is the thing to watch. First-half 2026 NIM fell 31 basis points from a year earlier to about 5.4%, and to 4.8% in the second quarter, with profit growth leaning on a cost of credit of 0.62%.

What to watch

• 8, 14 and 15 October. Deadline for agenda proposals, record date for the meeting, and the meeting notice.
• 6 November. The vote, and anything BNI, BRI or Danantara say about taking up rights. E-voting closes at 12:00 WIB on 5 November.
• November. MSCI's review of Indonesia, where free float and ownership concentration are the open issues.
• The prospectus. Exercise price, ratio, final share count, the standby buyer, and whether BNI and BRI subscribe, sell their rights or let them lapse.
• The FY2026 dividend. It decides how much of the 2027 capital target the issue has to supply.
• 31 March 2027. The 12.5% free-float floor.

Model, method and sources

• TERP = (existing shares × last close + new shares × exercise price) ÷ (existing + new shares).
• Free float uses KSEI's 30 June 2026 counts for Mandiri, BNI and BRI, which give 9.92% against IDX's reported 9.91%.
• The capital bridge reads the filing's 2026 and 2027 figures as year-end projections and holds Tier 2 and deductions flat.
• Projections: broker profit forecasts, 20% payout, proceeds received at the end of Q1 2027.
• Valuation: justified P/B = (ROE − g) ÷ (cost of equity − g), g = 7%, base cost of equity 13.5%.
• Prices: Yahoo Finance daily bars to 30 September 2026. BSI financials via Yahoo Finance; peers from StockMap's bank models.

Sources

1. BSI, Keterbukaan Informasi PMHMETD II and EGM announcement, 30 Sep 2026.
2. BSI, Keterbukaan Informasi PMHMETD I, 16 Aug 2022.
3. KSEI holders above 1%, February to August 2026, and StockMap bank models, via stockmap.jatevo.ai.
4. Katadata, BSI bakal right issue 6,8 miliar saham (free float 9.91%), 30 Sep 2026.
5. Investasiku, free-float rule 2026 (Peraturan BEI I-A, Kep-00045/BEI/03-2026); Kompas, free-float definition.
6. Kontan, BSI H1 2026 results; KabarBursa, NIM and 2026F–2028F forecasts.
7. Kontan, BNI's 2022 take-up; Bisnis.com, 2022 issue.
8. CNBC Indonesia, BSI becomes a Persero and dividend plan; IPOT News, Mandiri deconsolidates BSI.
9. MSCI, 2026 Market Classification Review.

StockMap Research. For information only. This is not investment advice or an offer to buy or sell securities. Figures come from public filings and market data to the 30 September 2026 close; projections and the implied price are illustrative and depend on terms BSI has not yet published.