Ruling obstructs Sunraysia TV sale

THE $136 million sale of Channel Nine Perth to PBL Media is in doubt following a court ruling yesterday.

THE $136 million sale of Channel Nine Perth to PBL Media is in doubt following a court ruling yesterday.

NSW Supreme Court judge Robert Austin granted an injunction against Sunraysia, the owner of Channel Nine Perth (Swan TV), preventing a shareholder meeting from voting on the sale.

The decision to sell to PBL Media was to have been approved today by a majority of shareholders.

Instead, the shareholder meeting was ordered not to discuss any business apart from arranging a date for a new meeting.

The court case was brought by a subsidiary of Bruce Gordon's WIN TV, which has a 44.6 per cent stake in Sunraysia.

Sunraysia chairman of directors Eva Presser owns or controls just over 49.7 per cent of the company.

WIN TV said the Sunraysia directors had failed in their duties to shareholders by not properly informing them of the PBL bid.

Justice Austin said in a written decision that the materials provided to shareholders "fail to supply basic information" on matters such as whether the sale is for a fair price and how and when the shareholders will benefit from the proceeds of the sale.

"They are therefore deficient, and in my opinion the deficiencies are sufficiently substantial that they are capable of causing shareholders to vote, or abstain from voting, under a serious misapprehension of the position," Justice Austin said. The directors should also have provided information on the "vitally important" matter of whether the directors had formed a view as to whether the PBL sale price was a fair price for Swan TV.

"Information about their opinion on this vitally important matter, and the basis for their opinion, is highly material to the shareholders' decision whether to approve the sale proposal. It is fundamental," he said.

Sunraysia is yet to finalise its program supply agreement with the Nine Network but Justice Austin said this should have been disclosed if it was an important matter for shareholders.

Information about the program supply agreement was "at best incomplete".

A spokesman for Sunraysia said last night that Sunraysia would be "acting with dispatch" to meet the additional information requirements. "It's not anticipated at this stage there'll be an appeal," he said.

Despite yesterday's court ruling, a statement from Sunraysia's secretary to the Australian Securities Exchange yesterday reiterated earlier claims that the company "has not received an offer for the acquisition of all the shares in its wholly owned subsidiary, Swan Television, and Radio Broadcasters Pty Limited, or those of Sunraysia, other than from PBL Media."

WIN has previously said it made a bid that valued Sunraysia at $13.85 a share.

However, sources close to Sunraysia have claimed that no bid was ever made, instead asserting that an approach was made that valued WIN at between $10 and $12 a share.