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Singapore Airlines Limited Announcement Irrevocable SINGAPORE AIRLINES LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 197200078R ANNOUNCEMENT IRREVOCABLE UNDERTAKING RELATING TO THE TIGER AIRWAYS HOLDINGS LIMITED RENOUNCEABLE RIGHTS ISSUE 1. INTRODUCTION Singapore Airlines Limited (the “Company”) refers to the announcement released by Tiger Airways Holdings Limited (“Tiger Airways”) dated 25 August 2011 in relation to its proposed renounceable rights issue (the “Tiger Airways Rights Issue”). The Company wishes to announce that it has today entered into an irrevocable undertaking (the “SIA Undertaking”) in connection with the Tiger Airways Rights Issue. 2. THE SIA UNDERTAKING 2.1 Present Shareholding in Tiger Airways. As of the date of this Announcement, the Company holds 179,009,250 ordinary shares in the capital of Tiger Airways (the “Relevant SIA Shares”), representing approximately 32.8 per cent. of the ordinary shares in the capital of Tiger Airways1. 2.2 SIA Undertaking. Pursuant to the terms of the SIA Undertaking, the Company has, inter alia, undertaken to: 2.2.1 vote, and/or procure the voting of, all of the Relevant SIA Shares in favour of the resolution to be proposed at the extraordinary general meeting of Tiger Airways’ shareholders (“Tiger Airways Shareholders”) to be held or any adjournment thereof (the “Tiger Airways EGM”), to approve, inter alia, the Tiger Airways Rights Issue and the issuance of up to 273,423,930 new ordinary shares in the capital of Tiger Airways (“Tiger Airways Rights Shares”); 2.2.2 subscribe and pay in full for 89,504,625 Tiger Airways Rights Shares which is its pro-rata entitlement under the Tiger Airways Rights Issue in relation to the Relevant SIA Shares (the “Pro-Rata Entitlement”); and 1 Based on 545,552,585 ordinary shares in the capital of Tiger Airways in issue as at the date of this Announcement (excluding treasury shares). 1 2.2.3 subscribe and pay, or procure the subscription and payment, in full for up to 134,239,574 excess Tiger Airways Rights Shares which, when aggregated with the Tiger Airways Rights Shares referred to in paragraph 2.2.2 above, would represent approximately 81.8 per cent. of the aggregate number of Tiger Airways Rights Shares (the “Excess Rights Commitment”). In consideration of the Company providing its undertaking set out in paragraph 2.2.3 above, Tiger Airways has agreed that subject to Rule 877(10) of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), in the allotment of any excess Tiger Airways Rights Shares, preference shall be given to the Company and the Excess Rights Commitment shall always be satisfied in full prior to the satisfaction of any application by Dahlia Investments Pte. Ltd. (“Dahlia”) for excess Tiger Airways Rights Shares. 2.3 Conditions. The undertakings given by the Company pursuant to the SIA Undertaking are subject to and conditional upon: 2.3.1 the approval in-principle being granted by the SGX-ST for the dealing, listing and quotation, of the Tiger Airways Rights Shares on the Main Board of the SGX-ST not having been withdrawn; 2.3.2 the waiver of the Securities Industry Council (the “SIC”) of the obligation by Temasek Holdings (Private) Limited2 (“Temasek”) and parties acting in concert with Temasek (including Dahlia and the Company) (the “Concert Parties”) to make a mandatory general offer for Tiger Airways under Rule 14 of the Singapore Code on Take-overs and Mergers as a result of the subscription by Temasek and the Concert Parties (including Dahlia and the Company) of Tiger Airways Rights Shares in connection with the Tiger Airways Rights Issue pursuant to the SIA Undertaking and/or the Dahlia Undertaking (as defined below) (as the case may be) (the "Whitewash Waiver"), which was obtained on 22 August 2011, not being withdrawn or revoked; 2.3.3 the approval of the Tiger Airways Shareholders for the Tiger Airways Rights Issue being obtained at the Tiger Airways EGM; 2.3.4 the approval of the Tiger Airways Shareholders, other than Temasek and the Concert Parties (including Dahlia and the Company), being obtained at the Tiger Airways EGM for the waiver of their rights to receive a mandatory general offer from Temasek and the Concert Parties (including Dahlia and the Company) for all the Tiger Airways Shares not already owned, controlled or agreed to be acquired by Temasek and the Concert Parties (including Dahlia and the Company) as a result of the subscription by Temasek and the Concert Parties (including Dahlia and the Company) of the Tiger Airways Rights Shares pursuant to the SIA 2 Temasek is the majority shareholder of the Company. As of the date of this Announcement, Temasek holds 657,306,600 ordinary shares in the capital of the Company, representing approximately 54.9 per cent. of the capital of the Company. 2 Undertaking and/or the Dahlia Undertaking (as the case may be) (the “Whitewash Resolution”); 2.3.5 the lodgment of an offer information statement, together with all other accompanying documents, by Tiger Airways in respect of the Tiger Airways Rights Issue with the Monetary Authority of Singapore; and 2.3.6 all other approvals of any government whether Singapore or foreign, any department, minister or agency of any government and any other governmental, administrative, fiscal, monetary or judicial body, which the Company reasonably determines are necessary to implement the transactions contemplated by the SIA Undertaking having been obtained either unconditionally or on conditions satisfactory to the Company acting reasonably and not having been withdrawn or revoked, including a statement of no objections issued by the Australian Federal Treasurer (through the Foreign Investment Review Board) in response to an application made on the behalf of the Company under Australia’s foreign investment policy for the Company’s subscription of the Tiger Airways Rights Shares pursuant to the SIA Undertaking being obtained by 5.00 p.m. (Singapore time) on the books closure date for the Tiger Airways Rights Issue, being the date on which the Tiger Airways’ Register of Shareholders and the Transfer Books of Tiger Airways will be closed to determine the entitlements of the Tiger Airways Shareholders to the Tiger Airways Rights Shares (the “Books Closure Date”). 2.4 Resultant Shareholding in Tiger Airways. Assuming that the Company subscribes in full for the Pro-Rata Entitlement and the Excess Rights Commitment, the Company will hold an aggregate of 402,753,449 ordinary shares in the capital of Tiger Airways (“Tiger Airways Shares”), representing approximately 49.1 per cent. of the enlarged share capital of Tiger Airways immediately following the Tiger Airways Rights Issue3. 2.5 Whitewash Waiver. The Company and Temasek had made an application to the SIC for the Whitewash Waiver and on 22 August 2011, the SIC granted the Whitewash Waiver which is subject to, inter alia, the following conditions: 2.5.1 a majority of Tiger Airways Shareholders approving at the Tiger Airways EGM the Whitewash Resolution; 2.5.2 the Whitewash Resolution being separate from other resolutions to be tabled at the Tiger Airways EGM; 2.5.3 Temasek and the Concert Parties (including Dahlia and the Company) and parties not independent of them abstaining from voting on the Whitewash Resolution; 3 On the basis that the enlarged share capital of Tiger Airways comprises 820,271,790 ordinary shares, assuming that (i) 273,423,930 Tiger Airways Rights Shares are issued pursuant to the Tiger Airways Rights Issue and (ii) 1,295,275 exercisable vested options and performance shares are exercised and granted, respectively. 3 2.5.4 Temasek and the Concert Parties (including Dahlia and the Company) having not acquired and not acquiring any Tiger Airways Shares or instruments convertible into and options in respect of Tiger Airways Shares (other than subscriptions for rights to subscribe for, instruments convertible into or options in respect of the Tiger Airways Shares which have been disclosed in the circular of Tiger Airways): (i) during the period between the announcement of the Tiger Airways Rights Issue and the date Tiger Airways Shareholders’ approval is obtained for the Whitewash Resolution; and (ii) in the six months prior to the announcement of the Tiger Airways Rights Issue but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of Tiger Airways in relation to the Tiger Airways Rights Issue. 3. MATERIAL INFORMATION ON THE TIGER AIRWAYS RIGHTS ISSUE 3.1 Entitlement. Pursuant to the Tiger Airways Rights Issue, Tiger Airways proposes to issue up to 273,423,930 Tiger Airways Rights Shares at an issue price of S$0.58 for each Tiger Airways Rights Share (the “Issue Price”), on the basis of one Tiger Airways Rights Share for every two Tiger Airways Shares held by Tiger Airways Shareholders at the Books Closure Date. The Issue Price represents an approximately 39 per cent. discount to the last traded price of Tiger Airways Shares on 25 August 2011. 3.2 Conditions. The Tiger Airways Rights Issue is subject to, inter alia: 3.2.1 the receipt of the in-principle approval of the SGX-ST for the dealing in, listing of and quotation for the Tiger Airways Rights Shares on the Main Board of the SGX- ST; 3.2.2 the approval of the Tiger Airways Shareholders at the Tiger Airways EGM; and 3.2.3 the Whitewash Resolution being approved by the Tiger Airways Shareholders other than Temasek and the Concert Parties (including Dahlia and the Company) at the Tiger Airways EGM. 3.3 Dahlia Undertaking. Dahlia, which is an indirect wholly-owned subsidiary of Temasek has, inter alia, also irrevocably undertaken to subscribe and pay in full for, and/or procure the subscription and payment in full for: 3.3.1 20,092,875 Tiger Airways Rights Shares which is its pro-rata entitlement under the Tiger Airways Rights Issue in relation to 40,185,750 Tiger Airways Shares it holds as at the date of the Dahlia Undertaking; and 3.3.2 up to 2,244,463 excess Tiger Airways Rights Shares which, when aggregated with the Tiger Airways Rights Shares referred to in paragraph 3.3.1, would represent 4 approximately 8.2 per cent.
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