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TIGER AIRWAYS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 200701866W) ANNOUNCEMENT – SUBSCRIPTION FOR 33% OF THE ISSUED SHARES IN THE CAPITAL OF PT MANDALA AIRLINES

1.

INTRODUCTION The board of directors ("Board" or the "Directors") of Tiger Airways Holdings Limited (the "Company") refers to its announcement dated 19 May 2011 ("Initial Announcement") in relation to the signing of a term sheet for the acquisition of a 33% stake in PT Mandala Airlines ("Mandala") of Indonesia, subject to the conclusion of satisfactory due diligence and the entry into definitive contracts. Further to the Initial Announcement, the Board wishes to announce that the Company's wholly-owned subsidiary, Roar Aviation Pte. Ltd. ("Roar Aviation"), has entered into a share subcription agreement (the "SSA") with Mandala today for the subscription (the "Subscription") of 22,618,594 new Class C shares in the issued share capital of Mandala, representing approximately 33% of the enlarged issued capital of Mandala on a fully diluted basis (the "Subscription Shares").

2.

INFORMATION AND RATIONALE FOR THE PROPOSED SUBSCRIPTION

2.1

Information on Mandala Mandala is a commercial low-cost airline based in Indonesia previously operating international flights and domestic flights within Indonesia. As stated in the Initial Announcement, Mandala is currently undergoing a financial restructuring process in accordance with Indonesian laws ("Financial Restructuring"). As part of the Financial Restructuring, Mandala had proposed a composition plan (the "Composition Plan") which was approved by a majority decision of its creditors on 24 February 2011 and ratified by the Indonesian commercial court on 2 March 2011. Under the terms of the Composition Plan, the debts owed to the unsecured creditors of Mandala ("Unsecured Creditors") will be converted into new shares of Mandala (representing, in aggregate, approximately 15% of the enlarged issued share capital of Mandala on a fully diluted basis) to be held by Lion Trust Limited ("Lion Trust") as trustee for the Unsecured Creditors and the secured creditor of Mandala will be repaid in full through the proceeds of the sale of certain Mandala's assets and the proposed share subscription by PT Karya Surya Prima ("Saratoga"), a company within the Saratoga group, representing approximately 51% of the enlarged issued capital of Mandala on a fully diluted basis. The subscription by the Company and Saratoga will be effected as part of the Composition Plan.

1 The initial public offering of the Company was sponsored by Citigroup Global Markets Singapore Pte. Ltd. and Morgan Stanley Asia (Singapore) Pte. (the ‘Joint Managers’). The Joint Managers assume no responsibility for the contents of this announcement.

It is envisaged that following the implementation of the Composition Plan, Mandala will adopt the business model of the Company and offer low fare travel to international destinations within a 5-hour flying radius from Indonesia and domestic destinations within Indonesia. Like other airlines in the Group, the restructured airline would also operate Airbus A320 aircraft. The Company's current aircraft order stream has taken into account the aircraft requirements to support the strategy of growth through the setting up of multiple airport bases in the panAsian region. 2.2

Rationales for the Subscription The rationales for the Subscription are as follow: (a)

The Subscription is in line with the strategy of the Company (as stated in the prospectus issued in connection with its initial public offering) to grow its business franchise into a pan-Asian one. In addition to the Company's business in Singapore, the Company currently has a 100% owned subsidiary in Australia. However, expansion into any other country in the region requires the Company to enter into joint-ventures, with the Company taking a minority shareholding stake due to foreign ownership restrictions for airlines in such countries; and

(b)

Expanding to Indonesia enables the Company to scale up the size of its business and leverage on the strength of the Company’s current businesses. It will allow the Company to expand its route portfolio.

Based on the abovementioned factors, the Directors believe the Subscription provides the Company with a platform into the Indonesian aviation market in order to achieve a better return for shareholders of the Company (the "Shareholders").

3.

SALIENT TERMS OF THE SUBSCRIPTION

3.1

Consideration Under the terms of the SSA, the consideration ("Consideration") will take the form of a cash investment of US$1 and the In-Kind Contributions (defined below). The Company will also provide Mandala with certain services under a separate licensing and technical assistance agreement ("LATAA"), which will be entered into on an arms-length basis on completion of the Subscription. It is agreed between the Company, Saratoga and Mandala that the access by Mandala to the services provided under the LATAA by the Company to Mandala and the cost savings derived from such services will be considered as in-kind contributions (the "In-Kind Contributions") made by the Company to Mandala for the purpose of the Subscription. The value of the In-Kind Contributions has been agreed between the Company, Mandala and Saratoga to be approximately Rp. 101,783,673,000 2 (approximately S$14.557 million) . As set out in the unaudited management accounts of Mandala, the book value (which is the same as the net tangible asset value) attributable to the Subscription Shares as at 30 June 2011 is a deficit of S$5.5 million. The net loss (excluding non-recurring items) attributable to the Subscription Shares for the 3-month period ended 30 June 2011 is approximately S$0.1 million. The Consideration was arrived at taking into account the unaudited consolidated net tangible

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calculated based on exchange rate of S$1.00 to Rp. 6,991.87.

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asset value and book value of Mandala as at 30 June 2011. The nominal cash consideration will be satisfied by the Company through internal sources of funds. 3.2

Conditions Precedent Completion of the Subscription ("Completion") is conditional upon the satisfaction or waiver by 31 December 2011 (or such other date agreed in writing by the Company and Mandala) of the key conditions precedent including but not limited to the following:

3.3

(a)

regulatory approvals being obtained from the relevant authorities in Indonesia and Singapore approving the Subscription and the future operations of Mandala;

(b)

the settlement and discharge of certain debts owed by Mandala in substance and form satisfactory to the Company; and

(c)

implementation of the Composition Plan in substance and form satisfactory to the Company.

Other Terms The Company, Saratoga and Mandala will be entering into a shareholders' agreement on Completion in relation to the regulation of their rights and obligations inter se as shareholders of Mandala.

4.

CHAPTER 10 OF THE LISTING MANUAL Chapter 10 of the Listing Manual governs the continuing listing obligations of listed companies in respect of acquisitions and disposals. The relative figures of the Subscription computed on the bases as set out in Rule 1006 of the Listing Manual and based on the latest announced unaudited consolidated accounts of the Tiger Airways Group (“Group”) for the three (3) months ended 30 June 2011 are as follows: (a)

Net asset value test (Rule 1006(a)) Not applicable to the Subscription as this test is not applicable to an acquisition of assets.

(b)

Net profits test (Rule 1006(b)) Loss attributable to the Assets Acquired for the 3 months ended 30 June 2011 (S$'000)

Group’s Net Loss for the 3 months ended 30 June 2011 (S$'000)

Relative figure

112*

20,583

0.54%

*calculated based on exchange rate of S$1.00 to Rp. 6,991.87 and based on the unaudited proforma accounts of Mandala for the 3-month period ended 30 June 2011 prepared by Mandala's management, which excludes non-recurring items mainly relating to costs attributable to the retrenchment exercise carried out by Mandala in May 2011.

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(c)

Market capitalisation test (Rule 1006(c)) Consideration to be paid in respect of the Assets Acquired (S$’000)

Company's market capitalisation based on 546,306,880 issued shares at weighted average price of S$0.8893 as at 22 September 2011 (S$’000)

Relative figure

14,557*

485,831

3.00%

*based on the value of the In-Kind Contributions.

(d)

Equity securities test (Rule 1006(d)) Not applicable as no equity securities are to be issued in connection with the Subscription.

5.

FINANCIAL EFFECTS OF THE SUBSCRIPTION The proforma financial effects of the Subscription on the Group are for illustrative purposes only and are neither indicative of the actual financial effects of the Subscription on the net tangible assets ("NTA") per ordinary share in the share capital of the Company ("Share") and earnings per Share ("EPS"), nor represent the actual financial position and/or results of the Group immediately after the completion of the Subscription. The financial effects of the Subscription have been prepared based on the following assumptions:

5.1

(a)

for the purpose of computing the financial effects of the Subscription on the NTA per Share, the Subscription is assumed to have been completed on 31 March 2011; and

(b)

for the purpose of computing the financial effects of the Subscription on the EPS, the Subscription is assumed to have been completed on 1 April 2010.

Effect on the NTA per Share as at 31 March 2011 There is no material impact to the Group.

Before adjusting for the Subscription NTA (S$'000)

194,674

NTA per share (cents)

35.7

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After adjusting for the Subscription

194,674

35.7

Note: NTA per share is calculated based on 544,648,565 ordinary shares of Tiger Airways in issue as at 31 March 2011.

5.2

Effect on EPS There is no material impact to the Group. Before adjusting for After adjusting for the Subscription the Subscription Profit after tax and non-controlling interests (S$’000)

39,898

39,898

Weighted average number of ordinary shares (‘000)

538,572

538,572

7.4

7.4

549,171

549,171

7.3

7.3

Basic EPS (cents) Weighted average number of ordinary shares after adjusting for dilutive share options and awards (‘000) Diluted EPS (cents)

6.

INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS No Director or controlling Shareholder has any interest, direct or indirect, in the Subscription, save in respect of his/its shareholdings (if any) in the Company.

7.

DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SSA may be inspected at the registered office of the Company at 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 during normal business hours for a period of three (3) months from the date of this Announcement.

BY ORDER OF THE BOARD

Rebecca Kool Company Secretary 23 September 2011

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