The SEC recommends that EVER shareholders carefully review relevant information and cast their vote at the AGM on 26 April 2024 regarding EVER’s plan to purchase land together with buildings located on three plots of land owned by SWG for the purpose of developing a 33-unit residence in the form of single house under the project title “33 Residence” (the project has not been launched yet). The land price is set at 163.83 million baht and EVER will be responsible for the ownership transfer of 3.67 million baht, making the total price of 167.50 million baht. The Board of Directors Meeting No. 3/2024 held on 5 March 2024 and Meeting No. 4/2024 held on 27 March 2024 passed a resolution proposing EVER shareholders to consider the connected transaction of land purchase at the AGM. 

In this regard, IFA views that the entering into the purchase transaction of the three plots of land with the connected person this time comes with an inappropriate price as the total of 167.50 million baht is 25.61 million baht too expensive. Instead, an appropriate price should be 141.89 million baht. Besides, it is uncertain whether the property development project will be a definite success as it is still under planning process and EVER is unable to disclose information in such regard to the IFA. Therefore, IFA is of the opinion that the EVER shareholders should not approve this connected transaction. 
 
Moreover, the IFA observes a significant point related to the appraisal prices of the three land plots that they are materially different even though the current land has been significantly developed. The appraisal price as of June 2023, in comparison to the market price, was 6,500 – 7,000 baht/square wah* while in February 2024, the appraisal price was 15,000 baht/square wah* based on the current condition, and 30,000 baht / square wah* in case of approval granted to the land development. The appraisal prices above were proposed by T.A. Management Corporation (1999) Co., Ltd. (TA) and Year Appraisal Co. Ltd. (YEAR).
 
Nevertheless, the Board of Directors and the Audit Committee of EVER view that the purchase transaction is reasonable and beneficial for the company’s business operation and has the potential to generate income for the company. This is because the selling price of the land is set against the appraisal price of the independent appraiser, and it is believed that EVER will almost certainly obtain a development license for the project. Besides, the land location close to a lake offers a unique perk hard to gain under normal circumstances. When incorporating the difference of 25.61 million baht, EVER will still earn profits from the project at an acceptable rate.

In any case, the purchase transaction above is a connected transaction; thus, this proposal requires approval by at least three-fourths of the votes of the attending shareholders eligible to vote at the meeting, excluding the votes of the stakeholders with a conflict of interest.
 
The EVER shareholders are strongly advised to study information carefully and exercise their rights to protect own interests. They should also make inquiries to the EVER Management to obtain comprehensive information for making a well-informed decision at the AGM.