REAL ESTATE CORP LTD 
By
17 March 2014
Real Estate Corp Limited (RNC) provides this update in respect of the recommended cash takeover offer of $0.37 per RNC share (Offer) by Little Group (LG).
The RNC Directors, CEO and the Company Secretary, or entities associates with them, have now accepted the Offer in respect of any shares in RNC they own or control. As of this morning, Little Group had received acceptances in respect of over
63% of the RNC shares.
RNC is aware of some commentary in the media about the potential for RNC to pay a dividend in connection with the Offer to provide shareholders with some franking credits. Even if RNC was to distribute by way of dividend all of its retained earnings, RNC believes that the tax benefit of including the dividend as part of the $0.37 consideration would be immaterial. Indeed, restructuring the consideration to include
a component of the $0.37 as a dividend may have adverse tax consequences for some shareholders. In this respect, RNC confirms that it will not be paying any
dividends during the Offer period.
The Offer is currently scheduled to close at 7pm (Melbourne time) on Tuesday 25
March 2014 (unless extended).
The Offer remains subject to a number of conditions as outlined in the Bidder's Statement prepared by LG, including a 90% minimum acceptance condition. RNC shareholders who accept the Offer will only be paid by LG if all conditions to the Offer have been satisfied or waived.
The RNC Board unanimously recommends that, in the absence of a superior proposal, RNC shareholders who have not done so accept the Offer. The RNC Directors are not currently aware of any superior proposal which might be made.
In order to satisfy the 90% minimum acceptance condition, the RNC directors recommend, in the absence of a superior proposal, any RNC shareholders who have not yet accepted the Offer to accept the Offer before the closing date.
About Real Estate Corp Limited
Real Estate Corp Limited is a diversified real estate group that owns RUN Property, Agentplus and Maintenance Matcher.
Enquiries: Rob Farmer
03 9514 8881 rob.farmer@run.com.au About Little Group
Little Group is a multi-faceted business which has a focus in property. Little Property Group's aim is to provide integrated property services, encompassing purchasing off the plan with Little Projects, through to property management and resale with Little Residential. With successes in commercial, land subdivision and apartment developments, Little Group has more than $1 billion worth of housing and apartments projects underway or planned.
Little Group also has other major investments across Australia in logistics, aviation and consulting. Little Group is owned and controlled by Mr Paul Little and his wife, Ms Jane Hansen.
Enquiries: Phil Meggs
03 9810 2003
Phil.meggs@little.com.au
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