INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2007

May 13, 2007

$\frac{1}{2}$ $\mathbf 5$

CALEDONIA

Level 21, Gold Fields House, 1 Alfred Street, Sydney, NSW 2000 Australia Telephone: (61-2) 9255 7600 Facsimile: (61-2) 9255 7610 e-mail: cil@caledonia.com.au

Caledonia Investments Pty Limited (ABN: 17 055 008 556) (AFS Licence No. 253012) Caledonia (Private) Investments Pty Limited (ABN: 58 003 977 115) (AFS Licence No. 254432)

FACSIMILE MESSAGE

ATTENTION: The Manager - Company Announcements Office

COMPANY: Australian Securities Exchange

FAX: 1900 999 279

FROM: Bernard Stanton

DATE: 14/05/2007

(including header sheet) NO. OF PAGES: 5

IMPORTANT: This message is intended only for the use of the individual or entity to which it is addressed and may contain information that is confidential and privileged. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this documentation is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and destroy the original message. Thank you.

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page 1/2 15 July 2001 604

	Form 604 Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
To Company Name/Scheme	ING REAL ESTATE COMMUNITY LIVING GROUP
ACN/ARSN	107 459 576 & 122 928 410
1. Details of substantial holder(1)
Name	CALEDONIA INVESTMENTS PTY LIMITED & ITS ASSOCIATES
ACN/ARSN (if applicable)	055 008 556
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	10 / 05 / 2007 21/11/2006 21/11/2006

2. Previous and present voting power

×

j.

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Votino power (5)
STAPLED	44.484.261 14.37%		34,119,741 8.67%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
10/05/2007 REFER TO		REFER TO ANNEXURE l"B"	REFER TO	STAPLED	10,364,520
	ANNEXURE "A"		ANNEXURE "B"	10,364,520

4. Present relevant interests

$\ddot{\phantom{a}}$

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
REFER TO	IREFER TO	REFER TO	POWER TO VOTE	STAPLED	34, 119, 741
ANNEXURE	ANNEXURE "A"	ANNEXURE "A"		34,119,741
l"A"

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) __	Nature of association --------------
N/A	N/A -------

6. Addresses

The addresses of persons named in this form are as follows:

Name	-------- Address -------------------------------------- ________
REFER TO ANNEXURE "A"	_
.	---

Signature

sign here 14/05/2007 date	print name BERNARD STANTON	capacity DIRECTOR

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an
  equity trust), the names could be included in an ann $\left( 1\right)$ form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $\left( 3\right)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $\left( 4\right)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $\mathbf{b}$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $\left($ a) document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $\left( 6 \right)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom'e entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding nctice.

ANNEXURE "A"

TO FORM 604 "Notice of change of interests of substantial holder" dated 14/05/2007

The associated entities are:

Caledonia Investments Pty Limited (ACN 055 008 556) - (as Fund Manager).

Caledonia (Private) Investments Pty Limited (ACN 003 977 115) - (as Fund Manager).

Mark A. Nelson

J. William Vicars

Each entity has Level 21, 1 Alfred Street, Sydney NSW 2000 as its registered office.

14 May '07

Bernard Stanton Director

Date

ANNEXURE "B"

ING REAL ESTATE COMMUNITY LIVING GROUP

TO FORM 604 "NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER" DATED 14/05/2007

DATE		(CASH)	NUMBER OF SECURITIES SECURITIES	CLASS OF
5/04/2007	-\$	7,080.81	$-4.979$	STAPLED
13/04/2007	-\$	398,055.79	$-285,898$	STAPLED
17/04/2007	-\$	109.819.97	$-78.104$	STAPLED
18/04/2007	-\$	115,491.72	$-82,352$	STAPLED
19/04/2007	-\$	75,908.36	$-53,983$	STAPLED
26/04/2007	\$	17,985,666.26	13,422,139	STAPLED
1/05/2007	-\$	66,830.40	$-50.000$	STAPLED
10/05/2007	-\$	21,014,007.97	$-15,731,343$	STAPLED
11/05/2007	-\$	10.018.508.81	$-7,500,000$	STAPLED
		13,820,037.57	$-10,364,520$
			CONSIDERATION

R SA

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BERNARD STANTON DIRECTOR

$1415102$

DATE