SCENARIOS: What next for Fortis, BNP after shareholder "no?"

BRUSSELS (Reuters) - Shareholders of stricken Fortis (FOR.BR) rejected the state-led carve-up of their company on Wednesday, dealing a potentially fatal blow to plans by BNP Paribas (BNPP.PA) to buy the financial group's Belgian assets.

BNP had planned to purchase 75 percent of Fortis Bank and a stake in the Belgian insurance arm. There is also now the issue of who would hold the toxic assets of Fortis.

Following are several scenarios of what might come next and what it could mean for the stakeholders.

BELGIUM, BNP PRESS AHEAD

Belgium, Fortis and BNP could interpret a "No" as blocking last month's revised terms under which BNP would buy only 10 percent of the Belgian insurance unit and Fortis's exposure to the toxic assets would be limited to 1 billion euros ($1.29 billion).

They could try to push through the original October deal in which BNP would buy all of the insurance unit and Fortis Holding would be left with two-thirds of the toxic portfolio.

However, BNP could face a barrage of legal cases from Fortis shareholders that would make the deal far less appealing.

The future of Fortis would also be cast in doubt.

Some analysts say the deal is too politically important to fail and cite the success of the recent alliance between Air France-KLM (AIRF.PA) and Alitalia -- another high-profile political deal that faced hurdles but was eventually pushed through by persistent haggling.

NEW DEAL

BNP Chief Executive Baudouin Prot said at the weekend that the bank had reached its limits in concessions.

BNP has also characterized the deal as a good opportunity, but not crucial to its business. The revised deal no longer gave BNP a capital boost.

BNP WALKS AWAY

Fortis Bank would remain fully state-controlled and Fortis Holding would have no means with which to buy it back. Fortis Holding could also face a majority share of the toxic assets.

BNP could claim damages from the Belgian state.

STAND-ALONE FORTIS

Shareholder groups have argued that Fortis does not need BNP as a partner, given guarantees from the Belgian state, and that Fortis could be reborn, possibly without the Dutch activities.

Mischael Modrikamen, the lawyer who secured a court ruling ordering Fortis shareholders be given a say, has also argued that Belgium could combine banking groups Fortis, Dexia (DEXI.BR) and unlisted Ethias to create a national champion that could be floated in three to five years.

BNP CAPITAL HIKE

BNP has consistently said it has no need for a capital increase, but failure to get the Fortis assets could renew market speculation that BNP needs to bolster its capital.

Some analysts say that plans by the French government to launch a second wave of state aid for banks such as BNP should ensure it will not need to tap the market for a capital hike.

($1=.7735 Euro)

(Compiled by Philip Blenkinsop, Sudip Kar-Gupta, editing by Marcel Michelson and Karen Foster)