UPDATE 1-Belvedere shareholders approve debt restructuring

Thu Feb 28, 2013 2:34pm EST

* More than 70 pct of shareholders approve plan

* Court hearing on March 11 last step before capital hike

By Alice Cannet and Matthieu Protard

PARIS, Feb 28 (Reuters) - Shareholders of debt-laden French spirits group Belvedere approved the company's debt-restructuring plan after an unruly meeting lasting more than five hours on Thursday, giving it a chance to avoid an otherwise likely liquidation.

The plan, which must still be approved by a court at a hearing on March 11, was supported by more than 70 percent of shareholders, while investors rejected resolutions to dismiss the company's board added to the agenda at the last minute.

Threatened with a substantial dilution of their holdings under the plan, some shareholders had asked that the board of Belvedere, which has been in the hands of a court-appointed administrator since March 2012, be immediately dismissed.

At the end of a meeting marked by shouts and heckles, shareholders backed the plan, which will dilute their holdings to just 13 percent of the capital as Belvedere's entire debt - 672 million euros ($879 million) at end-June - is converted into shares.

This will turn Belvedere's main creditor, Oaktree Capital Management, owner of rival Stock Spirits which makes Polish Orzel vodka, into the company's largest shareholder, with 38 percent of its capital but limited voting rights of 19.9 percent.

Belvedere's administrator had warned earlier this month that failure to ratify the plan could mean mass layoffs at the company, which employs 3,315 staff worldwide, including 713 in France and 1,903 in Poland.

U.S. movie star Bruce Willis, who owns about 3 percent of the company's capital, did not attend Thursday's meeting.

SECOND OPTION

The vote came as shareholders of the owner of Sobieski vodka and France's best-selling Scotch whisky William Peel, gathered for the second time this month after a meeting earlier in February was adjourned for lack of a quorum.

Some 30 people opposing the conditions of the vote and the proposed plan walked up to the stage, forcing security guards to intervene to stop the meeting from degenerating into chaos.

This led the company to include new resolutions on the agenda to allow shareholders to vote on whether to keep or dismiss the company's board, which includes Chief Executive and co-Founder Krzysztof Trylinski and three other members.

The drinks maker, founded in 1991, filed for court protection in June 2008 from creditors demanding early reimbursement of most of the 535 million euros of debt it had issued in 2006 to buy Marie Brizard liquors.

Belvedere, which has since been at war with its creditors, including Oaktree Capital, finally struck a deal with them last September.

The deal originally set out two scenarios: Belvedere could either sell one or more of its top brands, or, if the amount was insufficient, it could convert its entire debt into equity, leading to a huge dilution for shareholders.

With offers for its brands reaching 155 million euros, compared with the 310 million minimum needed to start repaying creditors according to the deal, the asset sale did not go through.

Belvedere posted 2012 sales of 894 million euros but has not yet published earnings. The 2011 current operating loss reached 5 million euros, with a net loss of 55 million.