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Supporting Bank Negara Indonesia on its long term capital expansion

Supporting Bank Negara Indonesia on its long term capital expansion
A&O Shearman and Ginting & Reksodiputro in association with A&O Shearman has advised PT Bank Negara Indonesia (Persero) Tbk (“BNI”) on its historic concurrent cash tender offer for Additional Tier 1 (AT1) perpetual notes issued in 2021 and successful new issuance of USD700 million 7.15% AT1 perpetual securities, marking the first AT1 tender offer approved in the Indonesian market. 

The tender offer, launched on April 5, 2026, and expired on April 22, 2026. The tender offer received strong participation from noteholders, with BNI able to purchase 94.7% of its outstanding existing AT1 notes.  

In parallel, BNI issued new USD700m 7.15% AT1 perpetual non-cumulative capital securities under a Regulation S offering and are listed on the Singapore Stock Exchange. The offering attracted significant demand from global investors, and by the time of close on April 22, 2026, the notes saw a total order of USD2.5bn representing an oversubscription by 3.6 times. Net proceeds of the issuance would be used to strengthen BNI's capital base and optimize its long-term fund structure. 

The team was led by partners Mohammad Andrew and Aloysius Tan, supported by senior associate Jia Yan Low and associate Nadya Renatta

“This is a milestone for the Indonesian banking sector as the first AT1 tender offer approved by the Indonesian regulators, reflecting the evolving complexity of Indonesia’s financial markets. The success of this transaction will further enhance BNI’s long-term capital expansion, and we are honored to have been able to support BNI on this historic milestone.”

Aloysius Tan, partner, added:

“This benchmark transaction demonstrates the continued resilience of BNI and the strength of investor demand in this market. We are proud to help deliver successful outcomes for BNI.”

BNI is an Indonesian state-owned commercial bank and the fourth largest bank in Indonesia by value of assets, operating branches across Indonesia, as well as Asia Pacific, Middle East, Europe, and the U.S. BNI Securities, J.P. Morgan, MUFG, and UBS acted as joint dealer managers for the tender offer as well as the joint global coordinators, joint lead managers, and joint bookrunners for the new issuance.

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