However, the key to the success of its plan to buy 60% of Absa for about R33bn is in persuading shareholders to sell more stock under a voluntary offer for an additional 28% of the bank. This is likely to become more apparent only after Absa pays its shareholders its 2005 dividend next week.

If Barclays does not win enough support from the voluntary offer, which closes on July 8, it can still walk away from the deal.

While Sanlam and Remgro have already committed to selling their entire holdings in Absa worth 28%, analysts have said there is little incentive for other shareholders to tender stock under the voluntary offer.

Including their stakes, Barclays said it had about 51%, which is about 5,5% short of the 56,5% it needs in Absa to retain a majority stake after empowerment partner, the Batho Bonke consortium, exercises its options to buy a 10% stake in the banking group.

Barclays also has the option of continuing to buy shares on the open market to build its stake.

“I think we’ve got some work to do over the next few days,” Barclays’ international retail and commercial banking CEO David Roberts said. “(However), nothing tells us the deal is going to get derailed.”

About 99% of shareholders represented at yesterday’s scheme meeting voted in favour, with less than 1% voting against.

Tracy Brodziak, banks analyst at Old Mutual Asset Managers, which holds about 7% of Absa, said that the outcome of yesterday’s meeting was expected, as Barclays had built up strong support ahead of the meeting.

Although many of the larger institutional shareholders had indicated they would not sell more than the 32% under the scheme of arrangement, Brodziak said foreign and smaller shareholders were the “wild cards”.

She said international investors could tender more shares under the voluntary offer, depending on their view of the rand’s future.

Investors were unlikely to sell before the share went ex-dividend on Monday as they would lose out on the right to the R2 dividend the bank declared for the year to March, Brodziak said.

Barclays said it may apply to postpone a court hearing to sanction the deal on June 21 if it had not yet built up the 56,5% stake.