(Adds plans to reinstate dividend from paragraph 10)
By Gianni Montani
TURIN, Italy, April 23 (Reuters) - Shareholders in top Fiat investor Ifil on Wednesday approved an asset reshuffle that will see Ifil raise its stake in the carmaker to 30 percent, despite objections raised by U.S. fund K Capital.
The plan, under which Ifil will take over key stakeholdings from its sister holding Ifi in return for a capital increase, won the approval of 89 percent of the shares voted in a shareholder meeting.
Speaking at the meeting, K Capital's lawyer said the shake-up was not in Ifil's best interests and should be put on hold until Fiat unveils a revised industrial plan to pull out of its worst ever crisis, expected to be announced in late June.
The asset reshuffle at Ifi and Ifil -- which group together most of the investments of the Agnelli family, Fiat's founders -- is the second major Italian deal this year that has drawn flack from foreign investors complaining of being short-changed.
Minority shareholders are also furious about a proposed merger of Telecom Italia with parent company Olivetti which, like the Ifi-Ifil plan, is aimed at simplifying the chain of command over one of Italy's biggest companies.
Under the Ifi-Ifil plan, Ifi will hand its 18 percent stake in Fiat to Ifil, which owns 12 percent. Ifil will also get hold of Ifi's 62 percent stake in Juventus soccer club and its roughly one percent chunk of Sanpaolo Imi bank .
In return, Ifil will carry out a capital increase reserved for Ifi, which owns 54 percent of Ifil. Ifil will also convert savings shares into ordinary shares at a ratio of 17 ordinary shares for every 20 savings shares.
K Capital, which owns 7.5 percent of Ifil and 3.1 percent of Ifi, said Ifi should have abstained from voting on the shake-up at Ifil's meeting. Ifi shareholders passed the plan on Tuesday.
K Capital had written to Ifil's internal auditors slamming the shake-up, but the auditors said the fund's queries about the valuation of some assets had already been answered by outside accountants and lawyers who gave the shake-up the green light.
DIVIDEND RETURN
Ifil did not pay a dividend in 2002 as it was starved of any income from Fiat, which blocked its payout after booking a record 4.26 billion-euro net loss.
But Ifil Chairman Gianluigi Gabetti said the holding planned to reinstate its dividend in 2004.
He added that Ifil believed Fiat could "gradually get back to profit" under the direction of new Chairman Umberto Agnelli, who headed Ifi and Ifil for many years.
Gabetti said there were no plans for Ifil to increase its stake in Fiat but added "never say never".
Director General John Winteler said there were no plans to sell Ifil's stake in retailer Rinascente in the near term.