Archived Announcements

Voting Rights and Capital

23 Dec

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 215,245,273 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (214,778) from those announced on 30 November 2009 relate to the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 215,245,273.

The above figure (215,245,273) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

23 December 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

02 Dec

On 30 Nov 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on
30 Nov 2009 £2.015 per share

Allotment of Matching Shares on
30 Nov 2009 £2.015 per share

Total number of Partnership, Matching and Dividend shares held on 30 Nov 2009

Gary
Young
62 62 7,962
Philip
Williams
63 63 2,651
Alan
Hearne
62 62 4,900

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Voting Rights and Capital

30 Nov

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 215,030,495 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (138,784) from those announced on 30 October 2009 relate to the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 215,030,495.

The above figure (215,030,495) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

30 November 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

03 Nov

On 30 Oct 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on
30 Oct 2009 £2.1025 per share

Allotment of Matching Shares on
30 Oct 2009 £2.1025 per share

Total number of Partnership, Matching and Dividend shares held on 30 Oct 2009

Andrew
Troup
60 60 4,894
Gary
Young
60 60 7,765
Philip
Williams
59 59 2,502
Alan
Hearne
60 60 4,732

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Interim Management Statement

29 Oct

Market leadership, together with sector and geographical diversity, underpin a satisfactory performance

As the financial crisis and economic recession have played out during the course of the year, the diversity of our business has become increasingly valuable. Most recently we have been able to take advantage of the more encouraging prospects for the Australian economy with the strategic acquisition of Conics Ltd (“Conics”). Elsewhere, thanks to a high level of commitment, effort and expertise from our staff, we have continued to manage successfully through difficult times. The Board anticipates that the Group is likely to deliver results for the full year in line with market expectations.

Conics: strategic acquisition in Australia; a platform for future growth

On 30 July 2009 RPS completed the acquisition of Conics, a multi-disciplinary consultancy based on the East coast of Australia, primarily in Queensland. At a maximum consideration of A$64.4 million (£32.2 million, at completion), this represented the Group’s largest investment to date and transformed the nature and scale of our business in Australia. We are now operating substantially and successfully in Australia in all three of the Group’s business segments and are leaders in a number of attractive markets.

The integration of Conics with the Group’s existing Australian operations has begun successfully. Market opportunities for joint working identified prior to completion of the transaction are developing as anticipated. We are, for example, well positioned to secure involvement in the substantial and long term development of gas and associated port and LNG facilities in Queensland.

The RPS board remains confident the Australian economy will perform well in the coming years. We believe that it should be possible to achieve continued growth in our Australian business, in part through bolt on acquisitions.

Energy: market in Q3 similar to Q2; more positive signs recently

We are one of the world’s leading suppliers of independent technical and commercial advice to the oil and gas industry and work globally on many large scale, long term exploration and production projects. Despite the relatively high oil price, a significant number of our clients became progressively cautious during the second quarter about initiating expenditure on new projects and also exerted pricing pressure. This remained generally the case in the third quarter, although major investments in Australia were committed. In recent weeks we have seen some signs that caution is easing and increased levels of investments are under active consideration.

Work undertaken for National Oil Companies has been relatively unaffected by the general market slowdown, as has our input to many deep water drilling projects. We continue with the strategy of developing our activities in Brazil, West Africa and the Arctic region, areas which are emerging as material petroleum provinces and will become increasingly important in the development of our business in the medium term.

Environmental Management: a solid performance overall

Our business in the Netherlands has continued to trade successfully. The Dutch economy has suffered a serious recession, but we have been well positioned to benefit from increased Government expenditure related to water and transport infrastructure. Our other Environmental Management businesses progressed as anticipated. Activities related to the oil and gas industry in Australia were buoyant; elsewhere the slowing of investment had an impact. As expected, our UK water activities have become subdued as the attention and activity of our clients shifts to the new investment cycle which begins in April 2010. We are well placed in respect of this new round of investment. Our nuclear safety activities continued to trade well.

Planning and Development: stability in Britain; continuing challenges in Ireland; encouraging prospects in Australia

Limited confidence has returned to the commercial property sector in Britain, although it may take further economic progress before activity levels increase materially. We continue to focus, therefore, on the opportunities available to become involved in infrastructure projects, particularly those funded privately, such as in the energy, transport and health sectors. This business has dealt with difficult trading conditions in an effective way and now seems to be in a stable position.

The economy in the Republic of Ireland has contracted significantly over the last year and seems likely to shrink further in 2010. We have indicated previously that it has not yet been possible to anticipate how this will impact financing of public sector infrastructure projects, a key driver of our business. This uncertainty will remain at least until the Irish Government produces its next budget in December 2009. However, we have experienced further tightening of project budgets, pressure on fee rates and slower payments from our clients. We are responding by continuing to reduce our cost base and focussing even more closely on working capital management. Our business in Northern Ireland remains better positioned.

Performance and prospects in Australia remain encouraging. Recent announcements about substantial investment in the gas fields off the North West coast appear to have stimulated the Western Australian economy and are likely to be beneficial to all our Perth based activities. With the addition of the Conics team we now have a substantial presence on both the East and West coasts and expect these businesses to perform well as they integrate further.

Balance sheet remains in good shape: further acquisitions being considered

At 30 June the Group had net bank borrowing of £14.4 million. £21.1 million was paid to the vendors of Conics at completion of the transaction. During the third quarter £5.5 million was paid in deferred consideration in respect of acquisitions made in previous years. Conversion of profit into cash has continued at a good level since the end of the half year, although some bad debts have been experienced and this may continue until economic recovery is established. Net bank borrowings at the end of September were £38.3 million. The strength of our cash flow and balance sheet will enable the Group to extend our activities with further acquisitions.

Brook Land, Group Chairman, commented:

Our clients continue to be cautious and cost conscious. It is hard to envisage this changing quickly and so we remain focussed on improving the efficiency of our businesses, enabling us to offer our clients the increased value for money they require. As a result of our leadership in a diverse range of markets with long term attractions, and our strong balance sheet, we remain well positioned to take advantage of opportunities to expand our activities as they arise, such as the acquisition of Conics. A number of these opportunities are likely to relate to the globally important issues of energy security and supply and climate change.

29 October 2009

ENQUIRIES

RPS Group plc

Dr Alan Hearne, Chief Executive

Tel: 01235 863 206

Gary Young, Finance Director

College Hill
Justine Warren/Matthew Smallwood
Tel: 020 7457 2020


RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, North America, South East Asia and Australia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

Forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed. Statements in respect of the Group’s performance in 2009 in the year to date and for the full year are based upon unaudited management accounts for the period January to September 2009 and the board’s view of likely trading results in October to December 2009. The Board considers market expectations for 2009 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who follow the Group. Nothing in this announcement should be construed as a profit forecast.

SIP Announcement

01 Oct

On 30 Sep 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 30 Sep 2009 £2.28 per share

Allotment of Matching Shares on 30 Sep 2009 £2.28 per share

Total number of Partnership, Matching and Dividend shares held on 30 Sep 2009

Andrew Troup 55 55 4,774
Gary Young 55 55 7,645
Alan Hearne 54 54 4,612

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Voting Rights and Capital

30 Sep

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,809,532 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (250,760) from those announced on 28 August 2009 relate to the Company’s Executive Share Option Scheme, the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,809,532.

The above figure (214,809,532) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

30 September 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

01 Sep

On 28 Aug 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 28 Aug 2009 £1.9975 per share

Allotment of Matching Shares on 28 Aug 2009 £1.9975 per share

Total number of Partnership, Matching and Dividend shares held on 28 Aug 2009

Andrew Troup 62 62 4,664
Gary Young 62 62 7,535
Alan Hearne 63 63 4,504

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Voting Rights and Capital

01 Sep

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,558,772 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (2,678) from those announced on 31 July 2009 relate to the Company’s Executive Share Option Scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,558,772.

The above figure (214,558,772) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

28 August 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Notifications of Major Interests in Shares

04 Aug

Voting Rights and Capital

31 Jul

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,527,171 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (44,007) from those announced on 30 June 2009 relate to the employee Share Incentive Plan scheme and the Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,527,171.

The above figure (214,527,171) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

31 July 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

31 Jul

On 30 July 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 30 July 2009 £1.86 per share

Allotment of Matching Shares on 30 July 2009 £1.86 per share

Total number of Partnership, Matching and Dividend shares held on 30 July 2009

Andrew Troup 67 67 4,526
Gary Young 67 67 7,386
Alan Hearne 67 67 4,364

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Interim Results

30 Jul

RPS Group Plc (“RPS” or “the Group”) today announces results for the six months ended 30 June 2009 and completion of the acquisition of Conics Ltd (“Conics”).

  2009 2008
Revenue (£m) 221.5 225.9
Fee income (£m) 185.9 189.9
Operating profit* (£m) 30.2 30.7
Profit before taxation* (£m)  29.2 28.5
Earnings per share* (basic) (pence) 9.5 9.49
Net bank borrowings (£m) 14.4 38.8
Dividend per share (pence) 2.01 1.75
Statutory profit before tax (£m) 27.5 27.4
Statutory earnings per share (basic) (pence) 8.93 9.10

*before amortisation of intangible assets of £1.7 million (2008: £1.1 million)

 

Key Points

profits and earnings maintained despite unfavourable economic and market conditions;

reorganisation costs of £2.2 million absorbed;

high level of conversion of profit into cash;

net bank borrowings significantly reduced to £14.4 million;

dividend increased 15%;

strategic acquisition completed in Australia.


Brook Land, Chairman, commenting on the results, said:

“RPS has a diverse range of activities and a resilient business model, which has enabled us to deliver good results in a range of circumstances for many years.  This has been confirmed again during the first half of 2009, when a number of our markets were adversely affected by the economic downturn.  We still won a significant volume of new business and the steps we took to deal with these conditions enabled the Group to maintain its level of profitability in this period.

“We have been identified as Britain’s third best employer for 2009 by the Corporate Research Foundation.  Our staff at all levels deserve considerable praise and thanks for the businesslike and effective way they have adjusted to circumstances which have changed significantly, often quite rapidly.  Our skill base remains intact; this wealth of experience will enable the company to move forward and all staff to benefit as economic circumstances improve. 

“The acquisition of Conics strategically advances the development of our business in Australia, where we see opportunities to achieve important expansion.  Beyond that we are well positioned to assist in finding the solutions to the related problems of energy security, supply and climate change which continue to move centre stage in the global political and economic debate.”

ENQUIRIES

 
RPS Group plc Today: 020 7457 2020
Dr Alan Hearne, Chief Executive Thereafter: 01235 863206
Gary Young, Finance Director  
   
College Hill  
Justine Warren Tel: 020 7457 2020
Matthew Smallwood  

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, North America, Eastern Europe, South East Asia and Australia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

Introduction

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people.   We are leaders in a range of significant markets from which we are able to secure good returns.  However, the economies in which our businesses are located have not grown during the first part of 2009 and most have contracted significantly.  This has inevitably caused clients across many of our activities to review their investment programmes, as well as to seek cost savings.  Our strong market position, in combination with the focus and experience of our management, has, however, enabled us to produce good results in the first half of the year.  Whilst global economic prospects remain uncertain we will continue to be cautious about investing and will focus our resources on markets showing most resilience. The Board remains confident that RPS will continue to perform well whatever economic circumstances we face in the coming months and is set to benefit as economies stabilise and as new government policies to deal with the related issues of energy supply and security and climate change turn into action and investment.

Results and Funding

Profit (before tax and amortisation of acquired intangibles) was £29.2 million (2008: £28.5 million).  Basic earnings per share (before amortisation) were 9.50 pence (2008: 9.49 pence).  Our balance sheet remains strong.  Cash generated from operations was £34.5 million (2008: £29.0 million).  After funding acquisition deferred consideration of £7.4 million, the Group reduced net bank borrowings substantially to £14.4 million at 30 June (2008: £38.8 million). We have increased our committed bank facilities, which do not expire until 2013, from £100 million to £125 million.

These results were achieved after absorbing costs of £2.2 million which were incurred in the reorganisation of parts of the Group’s business in response to the economic downturn.

Dividend

The Board continues to be confident about the Group’s financial strength and has increased the interim dividend by 15% to 2.01 pence per share (2008: 1.75 pence) payable on 22nd October 2009 to shareholders on the register on 25th September 2009.  Our dividend has risen at about this rate for 16 consecutive years.

Acquisitions

On 1 July we announced that RPS had entered into an agreement to acquire the entire share capital of Conics.  That transaction has now completed on the terms set out in that announcement.

The acquisition of Conics represents a significant step forward in the development of the RPS’s strategy and our business in Australia.  Our existing strength in Western Australia will be complemented by a business with considerable presence in Queensland and which will also assist us create strong market positions in New South Wales and Victoria.  We continue to find our combination of energy and environmental skills is well suited to the Australian market.  For example, in Queensland, where Conics is primarily based, the opportunity exists to be at the forefront of the development of coal bed methane, which is likely to be a significant new source of energy in the future.

The Australian economy remains strong relative to those of other developed nations around the world and has excellent links with many parts of Asia.  Against this background, the combination of our existing businesses with Conics gives us a considerable platform from which to deliver growth.

The acquisitions made in 2008 have been successfully integrated, whilst interesting new opportunities continue to present themselves.  In current circumstances, we are cautious about committing to further investments, but our strategy of continuing to build a multi-disciplinary RPS on an international basis remains appropriate and achievable. 

Our good cash generation, in conjunction with our committed bank facilities, enables us to continue to fund this strategy.

Markets and Trading in the First Half

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia and SE Asia.  Projects are undertaken in many other countries including China, India and Brazil.   In the UK we are market leaders in the provision of environmental and engineering advice to the offshore wind energy industry. 

 

2009

2008

Fee income (£m)

64.7

64.9

Underlying profit* (£m)

12.4

12.5

Margin %

19.1

19.2

*before amortisation of acquired intangible assets of £0.6m (2008: £0.2m)
 and reorganisation costs of £0.1m (2008: £nil)

We continued to benefit from our Energy clients’ investment in major oil and gas exploration and production programmes.  National Oil Companies were increasingly active and have become a more important part of our portfolio of clients.  However, the overall pace of investment in new projects slowed progressively during the second quarter.  This was apparently in response to continuing uncertainty in economic outlook and short term energy demand, as well as oil price volatility and had a material impact on our trading.  The cost inflation seen in the sector in recent years has, however, subsided, making it easier to manage our own costs and accommodate clients’ increased focus on cost containment.
 
Planning and Development

Within this business we provide consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and highway design, environmental assessment and energy use and efficiency.  We remain leaders in this market in the UK, Ireland, and Western Australia, acting for blue chip clients in both the public and private sectors.  The acquisition of Conics gives us a strong presence on the east coast of Australia.

 

2009

2008

Fee income (£m)

77.0

80.9

Underlying profit* (£m)

14.3

15.1

Margin %

18.5

 18.6

*before amortisation of acquired intangible assets of £0.8m (2008: £0.4m)
 and reorganisation costs of £1.8m (2008: £nil)

Our activities in Australia continued to prosper, supporting, in particular, major gas exploration and infrastructure projects.  The Governments of Ireland and Northern Ireland continued to invest in infrastructure and social developments from which we benefited.  The Irish Government has sought to protect this investment, although pricing pressure has become significant as individual departments manage tight budgets.  During the period we closed our business in Poland, reflecting its inability to make a material contribution in current economic circumstances.  There were some signs of confidence returning to the UK commercial development market in the second quarter.   Private sector infrastructure providers in the UK remained relatively busy, but in common with all clients are increasingly cost conscious.

Environmental Management

This business provides consultancy services in respect of health, safety, risk and water management in the UK, Australia and the Netherlands.

 

  2009

2008

Fee income (£m)

46.7

   46.3

Underlying profit* (£m)

8.8

     6.8

Margin %

18.8

   14.8

*before amortisation of acquired intangible assets of £0.4m (2008: £0.5m)
  and reorganisation costs of £0.2m (2008: £nil)

Overall, this business again performed well.  The significant margin improvement was driven by notably high margin contributions from our metocean and regulatory activities in Australia and the US.  The advice we provide to the UK water industry remained in demand as a result of our strong market position.  Our Dutch business performed well in markets which remained resilient.  Activity levels in the nuclear safety sector remained buoyant.  Demand for health, safety and environmental management support from the oil and gas sector also boosted our performance. 

Prospects

With the stimulus of the international climate change conference in Copenhagen at the end of this year, political attention is shifting back to the related issues of energy supply and security and global warming.  The UK Government has recently published a Low Carbon Transition Plan, which is designed to help achieve ambitious carbon reduction targets by 2020.  Its particular focus upon wind energy and waste to energy schemes plays to two of our strengths.    Other countries are also producing low carbon strategies.  We are well positioned to provide advice in respect of these matters and anticipate this should help us deliver the next phase of our growth.  In the short term a wide range of variables, a number of which are outside our control and some of which remain difficult to predict, will influence our performance.  Factors within our control are being closely managed.

Private sector clients generally appear to have resources sufficient to enable them to proceed with their strategies.  However, continuing economic uncertainty inevitably means that they remain cautious and cost conscious when making specific project investment decisions.   As a result, we may continue to experience pricing pressure and delays to some projects, until economic prospects become clearer.  Limited confidence has returned to the commercial property sector although it may take further economic progress before activity levels increase materially.

Energy clients currently need to balance the conflicting pressures of relatively weak short term demand with the investment needed to meet long term oil and gas supply requirements as world economic growth resumes.  Our pipeline of new projects will grow as emphasis switches more to the second of these drivers.  As the volatility of the oil price suggests, the timing of this is uncertain and will vary between our client companies.  Overall, it is not likely that we will see an early pick up from the subdued position that developed in the second quarter, although, we would expect visibility to improve as economic prospects become clearer.  The demand for health, safety and environmental management services for ongoing exploration and production projects remains encouraging. 

In respect of public sector clients, particularly in Ireland, the full effect of increased public finance deficits on investment in infrastructure has yet to become clear and will probably not do so for some time.  Clients in the privatised sector in the UK remain well positioned.  The current Ofwat review is likely to support the activities of our water business over the next 5 years.  Transitional effects as water companies wind down current activities in preparation for the new investment cycle, which begins in April 2010, are more likely in the second half, but should be short term.  The Dutch and Australian markets continue to offer relatively encouraging signs.

Our balance sheet remains strong and interest costs on our debt are at relatively low levels and seem likely to remain so.  An intense focus on working capital management is achieving good results and helping to keep our debt level low.  The risk of bad debts will, however, remain at a relatively high level until economic recovery is well underway. 

We remain focussed on efficiencies and cost management in order to be able to meet our clients’ requirement for more cost effective services.  During the course of the first half we further reduced employment, office and travel costs and stepped up a process of consolidating our office networks in various locations around the world.  We will continue to manage resources closely during the second half, at the same time as we are integrating Conics into our Australian operations, where we see significant, long term opportunities. 

RPS has a diverse range of activities, a resilient business model and a proven track record.  Our leading position in many markets has and should continue to protect us from the worst effects of recession.  The Board believes that the Group will continue to demonstrate that it is well equipped to deal with the uncertainties the current economic circumstances inevitably creates and is set to benefit once economies have stabilised and as the new policies related to energy supply and security and climate change turn into action and investment.

Board of Directors
RPS Group plc
30 July 2009


Condensed consolidated income statement

 

 

 

 

 

 

Notes

Six months
ended
30 June

Six months ended
30 June

Year
ended
31 December

 

 

2009

2008

2008

 

 

unaudited

unaudited

audited

 

 

£000’s

£000’s

£000’s

 

 

 

 

 

Revenue

3

221,530

225,867

470,465

Recharged expenses

3

(35,581)

(35,944)

(78,369)

Fee income

3

185,949

189,923

392,096

 

 

 

 

 

Operating profit

3

28,515

29,526

58,862

 

 

 

 

 

Finance costs

 

(1,206)

(2,299)

(4,424)

Finance income

 

180

172

384

 

 

 

 

 

Profit before tax and amortisation of acquired intangibles

 

29,198

28,536

57,512

Amortisation of acquired intangibles

 

(1,709)

(1,137)

(2,690)

 

 

 

 

 

Profit before tax

 

27,489

27,399

54,822

 

 

 

 

 

Tax expense

4

(8,522)

(8,302)

(16,933)

 

Profit for the period attributable to equity
holders of the parent

 

 

18,967

 

19,097

 

37,889

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (pence)

5

8.93

9.10

18.00

 

 

 

 

 

Diluted earnings per share (pence)

5

8.83

8.97

17.75

 

 

 

 

 

Basic earnings per share before amortisation
of acquired intangibles (pence)

5

9.50

9.49

18.92

Diluted earnings per share before amortisation
of acquired intangibles (pence)

5

9.40

9.36

18.66

Condensed consolidated statement of comprehensive income

 

 

 

 

Six months
ended
30 June

Six months ended
30 June

Year
 ended
31 December

 

 

2009

2008

2008

 

 

unaudited

unaudited

audited

 

 

£000’s

£000’s

£000’s

 

 

 

 

 

 

 

 

Profit for the period

18,967

19,097

37,889

 

 

 

 

Other comprehensive income:

 

 

 

Exchange differences

(12,022)

5,839

23,811

Tax recognised directly in equity

 

97

10

(573)

 

 

 

 

Total recognised comprehensive income for the
period attributable to equity holders of the parent

7,042

24,946

61,127

Condensed consolidated balance sheet

 

 

 

 

 

 

 

 

As at
30 June

As at
30 June

As at
31 December

 

 

 

2009

2008

2008

 

 

 

unaudited

unaudited

audited

 

 

Notes

£000’s

£000’s

£000’s

 

 

 

 

 

 

 Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets

 

255,920

245,828

264,733

 

Property, plant and equipment

6

21,545

22,779

24,575

 

 

277,465

268,607

289,308

 

Current assets

 

 

 

 

 

Trade and other receivables

 

138,825

146,.462

157,607

 

Cash at bank

 

11,889

13,584

17,088

 

 

150,714

160,046

174,695

 Liabilities

 

 

 

 

 Current liabilities

 

 

 

 

   Borrowings

 

139

204

456

   Deferred consideration

 

14,644

12,753

16,585

   Trade and other payables

 

72,066

78,842

87,868

   Corporation tax liabilities

 

7,557

6,907

2,688

   Provisions

 

1,264

1,279

1,417

 

 

95,670

99,985

109,014

 Net current assets

 

55,044

60,061

65,681

 Non-current liabilities

 

 

 

 

   Borrowings

 

26,164

52,171

45,187

   Deferred consideration

 

4,757

15,293

11,463

   Other creditors

 

411

1,511

417

   Deferred tax liabilities

 

5,274

3,844

6,746

   Provisions

 

2,896

3,623

3,569

 

 

39,502

76,442

67,382

 Net assets

 

293,007

252,226

287,607

 

 

 

 

 

 

Equity

 

 

 

 

 

Share capital

8

6,434

6,359

6,399

 

Share premium

 

96,771

94,337

95,531

 

Other reserves

9

31,815

24,804

43,551

 

Retained earnings

 

157,987

126,726

142,126

 

Total shareholders’ equity

 

293,007

252,226

287,607


Condensed consolidated cash flow statement

 

 

 

 

 

 

 

 

 

Six months
ended 30
June

Six months
ended 30
June

Year
ended 31 December

 

 

 

2009

2008

2008

 

 

 

Notes

unaudited
£000’s

unaudited
£000’s

audited
£000’s

 

 

 

 

 

Cash generated from operations

11

34,452

28,993

67,386

Interest paid

 

(1,541)

(2,009)

(3,770)

Interest received

 

180

172

384

Income taxes paid

 

(4,865)

(5,513)

(15,574)

Net cash from operating activities

 

28,226

21,643

48,426

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchases of subsidiaries net of cash acquired

 

(14)

(17,555)

(22,332)

Deferred consideration

 

(7,399)

(4,539)

(8,854)

Purchase of property, plant and equipment

 

(1,760)

(3,338)

(5,935)

Sale of property, plant and equipment

 

39

1,112

1,094

Net cash used in investing activities

 

(9,134)

(24,320)

(36,027)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from issue of share capital

 

144

171

464

(Repayments)/proceeds from bank borrowings

 

(17,164)

8,366

(2,174)

Payment of finance lease liabilities

 

(30)

(98)

(117)

Dividends paid

 

(4,076)

(3,498)

(7,211)

Payment of pre-acquisition dividend

 

-

(115)

(1,471)

Net cash used in financing activities

 

(21,126)

4,826

(10,509)

 

 

 

 

 

Net (decrease)/increase  in cash and cash  equivalents

 

(2,034)

2,149

1,890

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

16,707

10,884

10,884

 

 

 

 

 

Effect of exchange rate fluctuations

 

(2,885)

551

3,933

 

 

 

 

 

Cash and cash equivalents at end of period

11

11,788

13,584

16,707

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents comprise:

 

 

 

 

Cash at bank

 

11,889

13,584

17,088

Bank overdraft

 

(101)

-

(381)

 

 

 

 

 

Cash and cash equivalents at end of period

 

11,788

13,584

16,707

 

 

 

 

 

Condensed consolidated statement of changes in equity

 

Share capital

Share premium

Retained earnings

Other reserves
(Note 9)

Total equity

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

Changes in equity during 2009

 

 

 

 

 

At 1 January 2009

6,399

95,531

142,126

43,551

287,607

Total comprehensive income for the period

-

-

19,064

(12,022)

7,042

Issue of new ordinary shares

35

1,249

(795)

286

775

Share based payment expense

-

-

1,668

-

1,668

Expenses of issue of equity shares

-

(9)

-

-

(9)

Dividends

-

-

(4,076)

-

(4,076)

At 30 June 2009

6,434

96,771

157,987

31,815

293,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in equity during 2008

 

 

 

 

 

At 1 January 2008

6,319

93,225

110,474

17,516

227,534

Total comprehensive income for the period

-

-

19,107

5,839

24,946

Issue of new ordinary shares

40

1,112

(705)

1,449

1,896

Share based payment expense

-

-

1,348

-

1,348

Dividends

-

-

(3,498)

-

(3,498)

At 30 June 2008

6,359

94,337

126,726

24,804

252,226

 Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the “Company”) is a company domiciled in England.  The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2009 comprise the Company and its subsidiaries (together referred to as the “Group”).

The IASB has issued the following revised and updated standards that are applicable to the Group and that resulted in changes in presentation for this accounting period; IAS 1 (revised) ‘Presentation of financial statements’ and IFRS 8 ‘Operating Segments’.

IAS 1 (revised) updates the presentation of the key statements of performance and position for the Group.

IFRS 8 introduces new requirements for segmental reporting to be based on the information provided to the Chief Operating Decision Maker (CODM).  It also introduces additional disclosure and reconciliation requirements.  The segmental reporting bases used by RPS in previous years are those which are reported to the CODM, hence the changes to the segmental reporting for 2009 are in respect of the additional disclosure only.

In addition, the following IFRIC amendments and IASs have been adopted,  although they have no impact on the Group’s reporting; IFRIC 9 ‘Reassessment of embedded derivatives’, IFRIC 13 ‘Customer loyalty programmes’, IFRIC 14 ‘IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’, IFRIC 16 ‘Hedges of a net investment in a foreign operation’ and the amendments to IAS 23 ’Borrowing Costs’, IAS 32 ‘Presentation’, IAS 39 ‘Financial instruments: recognition and measurement’ and IFRS 2 ‘Share-based payment’.  IFRIC 15 ‘Agreements for the construction of real estate’ and various amendments to IAS 39 are still to be endorsed but these are not expected to have any impact on the Group.

Otherwise, the condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2008.  They are in accordance with IAS 34.  The condensed interim financial statements are unaudited but have been reviewed by the Company’s auditors.  The results for the year end 31 December 2008 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2008 which have been delivered to the Registrar of Companies.  The auditors’ report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under Section 272(2) or (3) of the Companies Act 1985.

The condensed interim financial statements do not constitute full accounts within the meaning of Section 434 of the Companies Act 2006.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34  and that this Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne

G. R. Young

Chief Executive

Group Finance Director

3. Business segments

The Group comprises the following business segments:

Planning and Development – consultancy services in the UK, Ireland, Australia and the US related to town and country planning, urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.             

Environmental Management – consultancy services in the UK, the Netherlands and Australia related to health, safety and risk management, environmental science and the management of water and energy resources.

Energy – the provision of consultancy services, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Conics has revenue in both the Planning and Development and Environmental Management segments as currently defined.  This revenue arises in a way which makes it difficult to split accurately and consistently.  The Board is, therefore, considering whether any changes to the segmentation are necessary.  

Segment results for the six months ended 30 June 2009

 

Planning &
Development

Environmental
Management

Energy

Eliminations

Consolidated

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

Revenue

94,603

52,711

76,728

(2,512)

221,530

Recharged expenses

(17,582)

(6,014)

(11,985)

-

(35,581)

Fee Income

77,021

46,697

64,743

(2,512)

185,949

 

 

 

 

 

 

Underlying profit

14,276

8,775

12,381

-

35,432

Reorganisation costs

(1,826)

(206)

(139)

-

(2,171)

Amortisation

(791)

(353)

(565)

-

(1,709)

Segment result

11,659

8,216

11,677

-

31,552

 

 

 

 

 

 

Unallocated expenses

 

 

 

 

(3,037)

 

 

 

 

 

 

Operating profit

 

 

 

 

28,515

 

 

 

 

 

 

Finance costs

 

 

 

 

(1,206)

Finance income

 

 

 

 

180

 

 

 

 

 

 

Profit before tax

 

 

 

 

27,489

Segment results for the six months ended 30 June 2008

 

Planning &
Development

Environmental
Management

Energy

Eliminations

Consolidated

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

Revenue

98,560

54,105

75,449

(2,247)

225,867

Recharged expenses

(17,645)

(7,792)

(10,507)

-

(35,944)

Fee Income

80,915

46,313

64,942

(2,247)

189,923

 

 

 

 

 

 

Underlying profit

15,057

6,835

12,445

-

34,337

Reorganisation costs

-

-

-

-

-

Amortisation

(439)

(467)

(231)

-

(1,137)

Segment result

14,618

6,368

12,214

-

33,200

 

 

 

 

 

 

Unallocated expenses

 

 

 

 

(3,674)

 

 

 

 

 

 

Operating profit

 

 

 

 

29,526

 

 

 

 

 

 

Finance costs

 

 

 

 

(2,299)

Finance income

 

 

 

 

172

 

 

 

 

 

 

Profit before tax

 

 

 

 

27,399

The basis for calculating segment profit is consistent with that used in the 2008 annual financial statements.  Reorganisation costs comprise redundancy costs, the cost of related project re-working and the cost of closing the Polish office.

Total segment assets were as follows:

 

 

Planning &
Development

 

Environmental
Management

 

Energy

 

Unallocated
Corporate

 

Total

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

30 June 2009

230,547

88,770

103,950

4,912

428,179

31 December 2008

245,096

95,612

115,927

7,368

464,003

4. Income taxes

The Group’s consolidated effective tax rate for the six months ended 30 June 2009 was 31.0%, (for the year ended 31 December 2008: 30.9%; for the six months ended 30 June 2008: 30.3%).

5. Earnings per share 

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

 

Six months
 ended 30 June

Six months
ended 30 June

Year ended
31 Dec

 

2009

2008

2008

 

£000’s

£000’s

£000’s

 

 

 

 

Profit attributable to ordinary shareholders

18,967

19,097

37,889

 

 

 

 

 

000’s

000’s

000’s

 

 

 

 

Weighted average number of ordinary shares for the purposes of basic earnings per share

212,515

209,865

210,546

Effect of shares to be issued as deferred consideration

310

505

886

Effect  of  employee share schemes

1,934

2,412

2,049

Weighted average number of ordinary shares for the purposes of diluted earnings per share

214,759

212,782

213,481

 

 

 

 

Basic earning per share (pence)

8.93

9.10

18.00

 

 

 

 

Diluted earnings per share (pence)

8.83

8.97

17.75

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation is based on the profit attributable to ordinary shareholders before the amortisation on acquired intangible assets and the tax thereon as shown in the table below and the weighted average number of ordinary shares during the period as shown above.

 

Six months
ended 30 June
2009

Six months
ended 30 June
2008

Year ended
31 Dec
2008

 

£000’s

£000’s

£000’s

 

 

 

 

Profit attributable to ordinary shareholders

18,967

19,097

37,889

Amortisation of acquired intangibles

1,709

1,137

2,690

Tax on amortisation of acquired intangibles

(484)

(318)

(752)

Adjusted profit attributable to ordinary shareholders

20,192

19,916

39,827

 

 

 

 

Basic earnings before per share before amortisation (pence)

9.50

9.49

18.92

 

 

 

 

Diluted earnings per share before amortisation (pence)

9.40

9.36

18.66

 

 

 

 

6. Property, plant and equipment

During the six months ended 30 June 2009, the Group acquired assets with a cost of £1,760,000 (six months to 30 June 2008: £4,036,000), which includes £nil acquired through business combinations (six months to 30 June 2008: £698,000).  Assets with a net book value of £54,000 were disposed of during the six months ended 30 June 2009 (six months ended 30 June 2008: £932,000).

7. Acquisitions

The Group made the following acquisitions in the first half of 2008:

 

Date of Acquisition

Place of incorporation

Percentage of entity acquired

 

 

 

 

Kraan Consulting Holding BV

 6 Feb 2008

The Netherlands

100% of issued share capital

RW Gregory LLP

12 Mar 2008

UK

Assets and certain liabilities

WTW and Associates Ltd

17 Mar 2008

UK

100% of issued share capital

Oceanfix International Ltd

19 Mar 2008

UK

100% of issued share capital

Land Management Trust
(“Koltasz Smith”)

27 Mar 2008

Australia

Assets and certain liabilities

Rudall Blanchard Associates Group Ltd

30 Mar 2008

UK

100% of issued share capital

The GeoCet Group LLC

18 Apr 2008

USA

100% of issued share capital

The Group has now finalised the provisional fair values allotted to the net assets of these acquisitions.  The effect has been to credit net assets on acquisition by £254,000 relating to adjustments to the opening work in progress, dilapidation provisions and employee taxes of RW Gregory LLP, Rudall Blanchard Associates Group Ltd and Land Management Trust.  No adjustments have been made to the fair values of the net assets of the other acquisitions.

8. Share capital

 

2009
Number
000’s

 

2009
£000’s

2008
Number
000’s

 

2008
£000’s

Authorised

 

 

 

 

Ordinary shares of 3p each at 30 June

240,000

7,200

240,000

7,200

 

 

 

 

 

Issued and fully paid

 

 

 

 

Ordinary shares of 3p each at 1 January

213,286

6,399

210,632

6,319

Issued under employee share schemes

780

22

737

23

Issued as acquisition initial consideration

-

-

573

17

Issued in respect of deferred consideration related to acquisitions in prior years

417

13

-

-

At 30 June

214,483

6,434

211,942

6,359

9. Other reserves

 

Merger reserve

Employee trust shares

Shares to be issued

Translation reserve

Total other reserves

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

Changes in equity during 2009

 

 

 

 

 

At 1 January 2009

20,079

(3,583)

-

27,055

43,551

Exchange differences

-

-

-

(12,022)

(12,022)

Issue of new shares

608

(322)

-

-

286

At 30 June 2009

20,687

(3,905)

-

15,033

31,815

 

 

 

 

 

 

Changes in equity during 2008

 

 

 

 

 

At 1 January 2008

16,993

(2,943)

222

3,244

17,516

Exchange differences

-

-

-

5,839

5,839

Issue of new shares

1,682

(233)

-

-

1,449

At 30 June 2008

18,675

(3,176)

222

9,083

24,804

 

 

 

 

 

 

10. Dividends

The following dividends were recognised as distributions to equity holders in the period:

 

Six months
ended 30 June
2009
£000’s

Six months
ended 30 June
2008
£000’s

Year Ended
31 December
2008
£000’s

 

 

 

 

Final dividend for 2008 1.91p per share

4,076

-

-

Interim dividend for 2008 1.75p per share

-

-

3,713

Final dividend for 2007 1.66p pre share

-

3,498

3,498

 

4,076

3,.498

7,211

An interim divided in respect of the six months ended 30 June 2009 of 2.01 pence per share, amounting to a total dividend of £4,300,000 was approved by the Directors of RPS Group plc on 28 July 2009. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

 

Six months ended
 30 June

Six months ended 30 June

Year
ended
31 Dec

 

2009

2008

2008

 

£000’s

£000’s

£000’s

 

 

 

 

Profit before tax

27,489

27,399

54,822

Adjustments for:

 

 

 

   Interest payable and similar charges

1,206

2,299

4,424

   Interest receivable

(180)

(172)

(384)

   Depreciation

3,164

2,966

6,112

   Amortisation of acquired intangibles

1,709

1,137

2,690

   Share based payment expense

1,668

1,348

2,794

   Loss/(Profit) on sale of property, plant and equipment

15

(180)

(179)

Decrease/(increase) in trade and other receivables

11,685

(11,277)

(8,175)

(Decrease)/increase in trade and other payables

(12,304)

5,473

5,282

 

 

 

 

Cash generated from operations

34,452

28,993

67,386

During the period, the Group increased its loan facilities to £125 million from £100 million.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2009.

 

At 1 January 2009

Cash flow

Foreign exchange

At 30 June 
2009

 

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

Cash and cash equivalents

16,707

(2,034)

(2,885)

11,788

Bank loans

(45,174)

17,164

1,867

(26,143)

Finance lease creditor

(88)

29

-

(59)

 

 

 

 

 

Net bank borrowings

(28,555)

15,159

(1,018)

(14,414)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2008 Report and Accounts was published.  The Board keeps under review the potential effect of economic circumstances.  The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. Post balance sheet events – acquisition of Conics Ltd

The Group completed the acquisition of 100% of the issued share capital of Conics Ltd (a planning, surveying and environmental consultancy incorporated in Australia) on 30 July 2009 for a maximum cash consideration of A$64.4 million (£32.2 million).  In the financial year ended 30 June 2008 Conics had revenues of A$78.8 million (£39.4 million) and profit before tax of A$11.5 million (£5.8 million).  Net assets at 30 June 2008 were A$24.15 million (£12.08 million); gross assets were A$46.16 million (£23.09 million).   These results are derived from audited accounts adjusted for non-recurring items and include full year results for acquisitions made during the year.  Initial consideration of A$42.14 million (£21.08 million) has been paid.  Subject to certain operational conditions being met further payments of A$9.66 million (£4.83 million), A$ 6.30 million (£3.15 million), and A$6.30 million (£3.15 million) will be made on the first three anniversaries of the transaction.  Interest will be paid annually by RPS to the Conics vendors on outstanding deferred consideration at 1% above the monthly average yield of 90 day accepted bills in Australia published by the Reserve Bank of Australia.  Since the acquisition was completed on 30th July 2009, it is not practicable to provide the remaining information required by IFRS 3.

15. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc.  These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.  There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.  Nothing in this announcement should be construed as a profit forecast.

16. Publication

A copy of this announcement will be posted on the Company’s website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction
We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2009 which comprise the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Balance Sheet, the Condensed Consolidated Cash Flow Statement, the Condensed Consolidated Statement of Changes in Equity and the related notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors’ responsibilities
The half-yearly financial report is the responsibility of and has been approved by the directors.  The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ‘‘Interim Financial Reporting’’, as adopted by the European Union.

Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting its responsibilities in respect to half-yearly financial reporting in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’, issued by the Auditing Practices Board for use in the United Kingdom.  A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.  A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.  Accordingly, we do not express an audit opinion.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.

BDO Stoy Hayward LLP
Chartered Accountants and Registered Auditors
55 Baker Street
London
W1U 7EU
 

 

Block Listing Six Monthly Return

02 Jul
Name of applicant: RPS Group Plc
Name of scheme: Long Term Incentive Plan Scheme, Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 January 2010 To: 30 June 2010
Balance of unallotted securities under scheme(s) from previous return: 1,524,526
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): N/A
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 924,141
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 600,385
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

Block Listing Six Monthly Return

02 Jul
Name of applicant: RPS Group Plc
Name of scheme: Long Term Incentive Plan, Performance Share Plan, Share Incentive Plan, Executive Share Option Scheme, Irish SAYE Scheme
Period of return: From: 1 January 2009 To: 30 June 2009
Balance of unallotted securities under scheme(s) from previous return: 3,000,000
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): N/A
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 718,586
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 2,281,414
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

Strategic Acquisition in Australia & Pre Close Trading Update

01 Jul

RPS announces that it has entered into an agreement to acquire the entire share capital of Conics, a major planning, surveying and environmental consultancy headquartered in Brisbane, Australia for a maximum cash consideration of A$64.4 million (£31.3 million). The transaction is programmed to complete on 30 July 2009 following an extraordinary general meeting of the Conics shareholders. Virtually all Conics shareholders have already approved the transaction by signing the sale and purchase agreement.

 

The acquisition of Conics represents a significant step forward in the development of RPS's strategy and its business in Australia. Our existing strength in Western Australia will be complemented by a business with considerable presence in Queensland, which will also assist us to create strong market positions in New South Wales and Victoria. The Australian economy remains strong relative to those of other developed nations around the world and has excellent links with many parts of Asia. Against this background, the combination of our existing businesses with Conics gives us a considerable platform from which to deliver growth.

Conics was formed in 2005 by the merger of PMM Group and C and B Group; these Queensland based companies were market leaders in planning and development and environmental management, including land surveying. Subsequent to that merger Conics has become a dominant force in its markets in Queensland from a network of offices in all major cities in the state, providing services into the development, infrastructure and natural resources sectors. It has more recently begun to develop its business in New South Wales by establishing a presence in Sydney.

 

Conics currently employs approximately 570 staff, 82 of whom are the company's shareholders and from whom the business is being purchased. All the shareholders, except two retiring non-executives, have agreed to sign employment agreements and will be remaining with the Company. RPS will appoint three of its representatives to the Conics board and the two senior Conics directors will be joining the board of RPS Consultants Pty Ltd, which has responsibility for all RPS's activities in Australia.

In the financial year ended 30 June 2008 Conics had revenues of A$78.8 million (£38.4 million, at current exchange rates) and profit before tax of A$11.5 million (£5.6 million).(1)  Net assets at 30 June 2008 were A$24.15 million (£11.76 million); gross assets were A$46.16 million (£22.47 million). Profit before tax for the year ended 30 June 2009 is likely to be broadly similar to the previous year.   Maximum total consideration to be paid for Conics is A$64.4 million (£31.3 million), which will be settled in cash. On completion an initial amount of A$42.14 million (£20.51 million) will be paid. Subject to certain operational conditions being met, further payments of A$9.66 million (£4.70 million), A$6.30 million (£3.07 million), and A$6.30 million (£3.07 million) will be made on the first three anniversaries of the transaction. (2) 

 

Pre Close Trading Update

RPS will publish Interim Results for the first half of 2009 on Thursday 30 July. The Board of RPS anticipates that these results will be in line with market expectations and the interim dividend will be increased at a rate similar to previous years. (3)

Our private sector clients generally appear to have resources sufficient to enable them to proceed with their strategies. However, continuing economic recessions around the world, inevitably mean that they remain cautious and cost conscious when making specific project investment decisions. As a result, we are still experiencing pricing pressure and delays to projects in a number of our markets. These factors also became apparent in oil and gas exploration during the second quarter, although the recent rise in the oil price seems to have generated new confidence amongst our Energy clients, which may increase levels of activity. Particular resilience is being shown in the water and nuclear sectors in the UK and in the Dutch and Australian economies. In respect of public sector clients, particularly in Ireland, the full effect of increased public finance deficits on investment in infrastructure has yet to become clear and will probably not do so for some time.

Against this background we remain focussed on efficiencies, cost and working capital management. During the course of the first half we further reduced employment, office and travel costs and stepped up the process of consolidating our office networks in various locations around the world. Our balance sheet remains strong, with net bank debt being significantly reduced from the £27.0 million reported in the IMS published on 30 April.  Sterling has strengthened in recent weeks reducing the benefit we get when consolidating overseas earnings, although interest costs on our debt remain at relatively low levels.

Brook Land, RPS chairman, commented:

'The RPS board remains focussed on the implementation of its strategy by seeking investment opportunities which can be implemented without taking undue risks.  

'With Conics as part of the Group, we will have over 900 staff in Australia and will be leaders in a number of important markets. Following significant integration costs in 2009, we anticipate Conics will make an important contribution to our results in 2010 and beyond.

'Conics presence on the east coast gives us the opportunity to continue to develop into New South Wales and Victoria and become a truly all Australian business. The Australian economy remains strong relative to the other developed countries in which we operate.

'Our clients generally remain cautious and cost conscious; in consequence, prospects remain less clear than normal. However, the Board believes the Group will continue to demonstrate that it is well equipped to deal with the uncertainties that current economic circumstances inevitably create.'

1 July 2009

ENQUIRIES  
RPS Group plc
Tel: 01235 863206
Dr Alan Hearne, Chief Executive  
Gary Young, Finance Director  
   
College Hill
Tel: 020 7457 2020
Justine Warren  
Matthew Smallwood  

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, North America, Eastern Europe, South East Asia and Australia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices

Notes: 
(1) Both revenue and profit before tax for June 2008 for Conics are derived from audited accounts adjusted for non-recurring items and to include full year results for acquisitions made during the course of the year.

(2) Interest will be paid by RPS to Conics shareholders on all outstanding deferred consideration at a rate of 1% above the monthly average yield of the 90 day bank accepted bills in Australia published by the Reserve Bank of Australia.

(3)This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed. Statements in respect of the Group's anticipated performance in the first half of 2009 are based upon unaudited management accounts for the period January to May 2009 and the board's view of likely trading results in June 2009. The Board considers market expectations for the first half of 2009 are best defined by taking approximately one half of the consensus profit before tax and amortisation for the full year. Nothing in this announcement should be construed as a profit forecast.

SIP Announcement

30 Jun

On 30 June 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 30 June 2009 £2.05 per share

Allotment of Matching Shares on 30 June 2009 £2.05 per share

Total number of Partnership, Matching and Dividend shares held on 30 June 2009

Andrew Troup 61 61 4,368
Gary Young 61 61 7,212
Alan Hearne 61 61 4,208

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Voting Rights and Capital

30 Jun

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,483,164 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (145,180) from those announced on 27 May 2009 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,483,164.

The above figure (214,483,164) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

30 June 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

01 Jun


On 29 May 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 29 May 2009 £1.8725 per share

Allotment of Matching Shares on 29 May 2009 £1.8725 per share

Total number of Partnership, Matching and Dividend shares held on 29 May 2009

Andrew Troup 67 67 4,246
Gary Young 67 67 7,090
Alan Hearne 67 67 4,086

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

 

Voting Rights and Capital

27 May

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,337,984 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (29,965) from those announced on 30 April 2009 relate to the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,337,984.

The above figure (214,337,984) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

27 May 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

07 May


On 30 April 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 30 April 2009 £1.8925 per share

Allotment of Matching Shares on 30 April 2009 £1.8925 per share

Total number of Partnership, Matching and Dividend shares held on 30 April 2009

Andrew Troup 66 66 4,112
Gary Young 66 66 6,956
Alan Hearne 66 66 3,952

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

 

AGM Results

01 May


RPS Group plc held its Annual General Meeting for shareholders at 1pm on Friday 1 May 2009 and announces that all the resolutions were duly passed.

Full details of the resolutions passed as special business and a copy of the Articles of Association of the Company adopted at the meeting will be submitted to the UK Listing Authority for publication through the Listing Authority’s Document and Viewing Facility.

For further information, please contact:

Nicholas Rowe

Company Secretary

Tel: 01235 438016

Voting Rights and Capital

30 Apr

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 214,308,019 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (429,169) from those announced on 31 March 2009 relate to the employee Share Incentive Plan scheme, the Long Term Incentive Plan scheme, the Executive Share Option scheme and the Irish SAYE scheme.

Therefore, the total number of voting rights in RPS Group plc is 214,308,019.

The above figure (214,308,019) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

30 April 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Interim Management Statement

30 Apr

We are leaders in a diverse range of international markets. As a result, we have long term relationships with a significant number of substantial organisations, the majority of which continued to invest in the first part of the year. This supported the Group’s level of activity during the continuing economic downturn.

Results for the first quarter of 2009 indicate the Group is currently on track to meet market expectations for the full year. Our balance sheet remains strong. Net bank debt reduced from £28.6 million at the end of 2008 to £27.0 million at the end of March 2009, after funding deferred payments on prior year acquisitions of £6.6 million. We have extended our facilities with Lloyds Banking Group from £100 million to £125 million, available until 2013.

Energy: market strength demonstrated

Our Energy clients continued to invest in major oil and gas exploration and production programmes. We are working on many internationally important projects and are only modestly exposed to the reduced investment in higher production cost areas. As is often the case after an oil price fall, the pace of asset and corporate transactions increased, further improving our income in this part of the market. National Oil Companies were increasingly active and have become an important part of our portfolio of clients. The cost inflation seen in the sector in recent years has subsided, making it easier to manage our own costs and accommodate clients’ increased focus on achieving value for money.

Planning and Development: mixed performance.

Planning and Development in Australia continued to prosper, supporting, in particular, major gas exploration and infrastructure projects. The Governments of Ireland and Northern Ireland continued to invest in infrastructure and social developments from which we benefited. The Irish Government has sought to protect this investment in its recent budget, although pricing pressure is developing as individual departments manage tight finances and the deliverability of the budget needs to be demonstrated. There have been some limited signs of confidence returning to our UK commercial development clients, but more positive economic conditions are probably needed before activity levels materially increase, particularly in the London market. Private sector infrastructure providers in the UK remained busy, enabling us to focus more on this sector.

Environmental Management: broadly based success.

Environmental Management again performed well. The advice we provide to the UK water industry remained in demand as a result of our strong market position. Our Dutch business performed well in an economy which seemed more resilient than many. Demand for health, safety and environmental management support from the oil and gas sector also boosted our performance. Activity levels in the nuclear safety sector remained buoyant and our laboratories made a useful contribution.

Effective Cost Management.

Group interest costs reduced significantly compared with 2008, a trend that seems likely to prevail for the rest of 2009. Increased focus on efficiency in all businesses enabled us to reduce employment and operating costs further. This process will continue until economic prospects become clearer. We always manage working capital tightly, although in current circumstances, securing payment is taking somewhat longer, particularly in Ireland. We experienced no material bad debts, but the risk of clients defaulting will remain higher than usual until economic growth resumes. The weakness of sterling relative to other currencies in which we trade provided us with a currency benefit on consolidation of the Group’s results.

Acquisitions and Strategy.

The acquisitions made in 2008 have been successfully integrated. Interesting acquisition opportunities continue to present themselves. In current circumstances our due diligence is more demanding and takes longer than usual, but our strategy of continuing to build a multi-disciplinary RPS on an international basis remains appropriate and achievable. Once the current financial and economic problems ease, the world will need to focus on the related issues of energy security, supply and climate change with renewed vigour. This will help RPS deliver the next phase of its growth.

Brook Land, Chairman, commented:

"RPS has a flexible and resilient business model which has enabled us to deliver good results in a range of circumstances for many years. The Board believes the Group is well equipped to meet the varying economic challenges in each of the markets and countries in which we operate and is currently on track to meet market expectations in the full year. Beyond that we are well positioned to assist in finding the solutions to the related problems of energy security, supply and climate change and remain confident about the strategy of the Group."

30 April 2009

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Company Secretary
Gary Young, Group Finance Director
Tel: 01235 863 206
   
College Hill  
Justine Warren / Matthew Smallwood
Tel: 020 7457 2020

RPS is an international consultancy providing advice upon: the development of land, property and infrastructure; the exploration and development of oil and gas and other natural resources; the management of the environment and the health and safety of people. We trade in the UK, Ireland, the Netherlands, the United States, Canada, South East Asia and Australia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

Forward looking statements

This announcement contains certain forward looking statements with respect to the businesses of RPS. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements. The current uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed. Nothing in this announcement should be construed as a profit forecast.

SIP Announcement

07 Apr

On 01 April 2009 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

 

Purchase of Shares on 30 March 2009 £1.5022 per share

Allotment of Matching Shares on 30 March 2009 £1.5022 per share

Total number of Partnership, Matching and Dividend shares held on 30 March 2009

Andrew Troup 83 83 3,980
Gary Young 83 83 6,824
Alan Hearne 83 83 3,820

The beneficial ownership of the Matching Shares will pass to the directors in three years time subject to continued employment and the retention of the underlying Partnership Shares.

Annual Information Update for RPS Group Plc (the ‘AIU’)

03 Apr
1 Introduction
   
1.1 RPS Group Plc (the ‘Group’) published its Annual Report on 31 March 2009. We are pleased to provide an AIU, in accordance with the requirements of Prospectus Rule 5.2. This AIU refers to all information which the Group has published or made available to the public over the 12 months prior to the date of this announcement. To avoid an unnecessarily lengthy document, information is referred to in this update rather than included in full.
   
1.2 This AIU contains a list of:
• news releases/announcements, which were made via a Regulatory Information Service (an ‘RIS’);
• documents filed at the UK Registrar of Companies (‘Companies House’); and
• documents published and sent to shareholders
   
1.3 The Group is publishing the AIU via an RIS today and making it available in the Investors section of its website www.rpsgroup.com.
   
2 List of Announcements
   
2.1 The following is a list of all news releases and announcements of a regulatory nature which have been made via an RIS, in the previous 12 months together with the date of the release. A full copy of these announcements can be viewed at www.londonstockexchange.com or on our website.

Date of Announcement
Regulatory Headline
 
 
20-Mar-08
Annual Information Update
20-Mar-08
Holding(s) in Company
25-Mar-08
Additional Listing
27-Mar-08
Board Appointment
27-Mar-08
Total Voting Rights
28-Mar-08
Acquisition
31-Mar-08
Acquisition
31-Mar-08
Holding(s) in Company
03-Apr-08
Director/PDMR Shareholding
04-Apr-08
Director/PDMR Shareholding
09-Apr-08
Director/PDMR Shareholding
17-Apr-08
Acquisition
17-Apr-08
Director/PDMR Shareholding
23-Apr-08
Interim Management Statement
29-Apr-08
Total Voting Rights
01-May-08
Director/PDMR Shareholding
20-May-08
Director/PDMR Shareholding
22-May-08
AGM Statement
27-May-08
Result of AGM
29-May-08
Total Voting Rights
03-Jun-08
Director/PDMR Shareholding
10-Jun-08
Director/PDMR Shareholding
24-Jun-08
Trading Update
26-Jun-08
Total Voting Rights
30-Jun-08
Director/PDMR Shareholding
31-Jul-08
Interim Results
31-Jul-08
Total Voting Rights
01-Aug-08
Director/PDMR Shareholding
05-Aug-08
Director/PDMR Shareholding
28-Aug-08
Total Voting Rights
02-Sep-08
Director/PDMR Shareholding – Replacement
19-Sep-08
Acquisition
25-Sep-08
Holding(s) in Company
30-Sep-08
Total Voting Rights
01-Oct-08
Director/PDMR Shareholding
10-Oct-08
Acquisition
13-Oct-08
Additional Listing
13-Oct-08
Holding(s) in Company
20-Oct-08
Notification of IMS
29-Oct-08
Interim Management Statement
30-Oct-08
Total Voting Rights
04-Nov-08
Director/PDMR Shareholding
05-Nov-08
Holding(s) in Company
07-Nov-08
Director/PDMR Shareholding
18-Nov-08
Additional Listing
20-Nov-08
Director/PDMR Shareholding
21-Nov-08
Holding(s) in Company
28-Nov-08
Total Voting Rights
01-Dec-08
Director/PDMR Shareholding
04-Dec-08
Holding(s) in Company
16-Dec-08
Holding(s) in Company
22-Dec-08
Holding(s) in Company
22-Dec-08
Total Voting Rights
23-Dec-08
Director/PDMR Shareholding
12-Jan-09
Additional Listing
30-Jan-09
Total Voting Rights
02-Feb-09
Director/PDMR Shareholding
05-Feb-09
Preliminary Results Notification
10-Feb-09
Holding(s) in Company
10-Feb-09
Holding(s) in Company
27-Feb-09
Total Voting Rights
04-Mar-09
Final Results

3 Documents filed at Companies House
       
3.1 The following documents were filed with Companies House on or around the dates indicated:
       
  Date of Publication Document Type Brief Description of Document Filed
       
 
06-Mar-08
88(2)
Return of Allotment Shares
 
14-Mar-08
88(2)
Return of Allotment Shares
 
17-Mar-08
88(2)
Return of Allotment Shares
 
19-Mar-08
88(2)
Return of Allotment Shares
 
01-May-08
AA
Annual Accounts
 
07-May-08
88(2)
Return of Allotment Shares
 
21-May-08
363s
Annual Return
 
22-May-08
88(2)
Return of Allotment Shares
 
30-May-08
RES09
Disapplication of Pre-emption Rights
 
 
 
Authority to Allot Shares
 
03-Jun-08
88(2)
Return of Allotment Shares
 
10-Jun-08
88(2)
Return of Allotment Shares
 
23-Jun-08
288a
Appointment of Director 
 
02-Jul-08
88(2)
Return of Allotment Shares
 
21-Jul-08
88(2)
Return of Allotment Shares
 
12-Aug-08
88(2)
Return of Allotment Shares
 
15-Sep-08
88(2)
Return of Allotment Shares
 
14-Oct-08
288b
Resignation of Secretary
 
14-Oct-08
288a
Appointment of Secretary
 
14-Oct-08
88(2)
Return of Allotment Shares
 
09-Jan-09
88(2)
Return of Allotment Shares
 
16-Jan-09
88(2)
Return of Allotment Shares
 
27-Jan-09
88(2)
Return of Allotment Shares
 
18-Mar-09
88(2)
Return of Allotment Shares
 
25-Mar-09
403a
Declaration of Satisfaction of a mortgage or charge
       
3.2 Copies of documents filed at Companies House can be obtained from www.direct.companieshouse.gov.uk or from the Company Secretary at the Company’s Registered office, Centurion Court, 85 Milton Park, Abingdon, Oxfordshire, OX14 4RY.
       
4 Documents Published and sent to Shareholders
       
4.1 The following documents were published and sent to Shareholders. They can be found on the Group’s website under the Investors section.
       
  Date of Publication Brief Description of Document
       
  15 April 2008 Annual Report and Accounts for the year ended 31 December 2007 and Notice of Annual General Meeting
   
  6 August 2008 Interim Report for the six months ended 30 June 2008
       
5 Accuracy of Information    
       
5.1 The information published in the above sections was up-to-date at the time the information was published but some information may now be out of date.
 
6 Contacts    
       
  Nicholas Rowe    
  Company Secretary    
  Tel: 01235 438016    

Report and Accounts for the Year Ended 31 December 2008 and Related Documents

02 Apr

Copies of the Annual Report and Accounts for the year ended 31 December 2008, the notice and form of proxy in respect of the Company’s Annual General Meeting on 1 May 2009 have been submitted to the UK Listing Authority and will shortly be available at the UK Listing Authority’s Document viewing facility, which is situated at:

Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS
Tel. No. (0) 20 7676 1000

For further information please contact:

Nicholas Rowe, Company Secretary
Tel. No. (0) 1235 438 016

2 April 2009

2009 Notice of Annual General Meeting

31 Mar

The Annual General Meeting of the Company will be held on Friday 1 May 2009 commencing 1pm at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE.

Notice of Annual General Meeting 2009 (PDF)


A copy of the Annual Report and Accounts of RPS Group plc for the year ended 31 December 2008, including the Annual Financial Statements and the Directors’ Remuneration Report, can be viewed online using the link below.

Annual Report and Accounts 2008

Voting Rights and Capital

31 Mar

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 213,878,850 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (478,614) from those announced on 27 February 2009 relate to the employee Share Incentive Plan scheme, the employee Performance Share Plan scheme, the Executive Share Option scheme and deferred consideration pursuant to the acquisition of Rudall Blanchard Associates Group Limited.

Therefore, the total number of voting rights in RPS Group plc is 213,878,850.

The above figure (213,878,850) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

31 March 2009

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Release of Awards to Senior Executives under the LTIP

31 Mar

RPS Group plc announces the release of conditional share awards granted on 30 March 2006 under the RPS Group plc Long-Term Incentive Plan (the "LTIP").

Click to download PDF

Preliminary Results for the Year ended 31 December 2008

04 Mar

Click Here to Download the PDF


 

2008

2007

 

Revenue (£m)

470.5

362.7

+30%

Fee income (£m)

392.1

305.1

+29%

Profit before taxation* (£m)

57.5

45.0

+28%

Earnings per share* (basic) (p)

18.92

15.17

+25%

Operating cash flow (£m)

67.4

45.4

+48%

Statutory profit before tax (£m)

54.8

44.5

+23%

Statutory earnings per share (basic) (p)

18.00

14.99

+20%

*Adjusted to add back the amortisation of acquired intangible assets arising on business combinations (including tax effects) (2008: £2.7m; 2007: £0.5m).

Highlights

another year of strong profit and earnings growth

all three segments of the Group showed good growth

excellent conversion of profit to cash

dividend increased 15%; covered 5.2 times

balance sheet remains strong with year end net bank borrowings at £28.6m (2007: £32.6m)

 bank facilities of £125m available until 2013

the acquisition and successful integration of quality businesses continued.


Brook Land, Chairman, commenting on the results, said:

“2008 was another successful year for RPS.  Our strategy of supplementing good organic growth with bolt-on acquisitions proved to be robust and resilient.  We are particularly pleased that the Group’s operating cash flow was strong and that, as a result, our level of bank debt was reduced.

I would like to thank our staff for another excellent contribution during the year.

 We have a flexible business model, an experienced management team, a strong balance sheet and excellent cash flow and have delivered good results in a range of circumstances for many years. The Board believes RPS is well equipped to meet the current economic challenges; both by managing our existing activities to maintain our high level of efficiency and cost management and also by identifying opportunities for future growth in which we may invest.

We are leaders in many of the markets in which we operate and have valuable long term client and project relationships with a significant number of substantial organisations. Our strategy of continuing to build a multi-disciplinary RPS on an international basis remains both appropriate and achievable and we expect the Group to perform well in 2009.” 

4 March 2009

ENQUIRIES

 

RPS Group plc

Today: 020 7457 2020

Dr Alan Hearne, Chief Executive

Thereafter: 01235 863206

Gary Young, Finance Director

 

 

 

College Hill

 

Justine Warren

Tel: 020 7457 2020

Matthew Smallwood

 

RPS is an international consultancy providing independent advice upon: the development of land, property and infrastructure; the exploration and development of oil and gas and other natural resources; the management of the environment and the health and safety of people.  We trade in the UK, Ireland, the Netherlands, the United States, Canada, South East Asia and Australia and undertake projects in many other parts of the world.  The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

In order to assist in the reduction of greenhouse gas emissions and eventually reduce global warming the staff of RPS have set themselves the task of reducing per capita energy consumption by 5% each year, using 2007 as the base.  We met that objective in 2008.  If we continue to be successful we will have halved our (per capita) energy use by 2020.

2008 Results

Profit (before tax and amortisation of acquired intangibles) was £57.5 million (2007: £45.0 million).  Basic earnings per share (before amortisation) were 18.92 pence (2007: 15.17 pence). 
 
The conversion of profit into cash continued at a high level and our balance sheet remains strong.  Operating cash flow was £67.4 million (2007: £45.4 million). Net bank borrowings at the year end were £28.6 million (2007: £32.6 million) after funding acquisitions to the value of £31.2 million in the year (2007: £26.6 million).  Our cost of borrowing fell significantly towards the end of the year and looks set to remain at historically low levels.

This strong performance has been achieved after increasing our trade debtors and accrued income provisions from £5.1 million to £10.3 million, taking a charge for redundancy costs of £1.0 million and benefiting by £2.2 million from foreign exchange translation of overseas results, on a like for like basis, compared to 2007.

Funding
We have bank facilities of £125 million available until 2013. Our cash generation, in conjunction with these facilities, means that we are well positioned to continue to develop the Group.

Dividend
The Board is recommending a final dividend of 1.91 pence per share payable on 28 May 2009 to shareholders on the register on 17 April 2009.  The total dividend for the full year will be 3.66 pence, an increase of 15% (2007: 3.18 pence).  Our dividend has risen at about this rate for 15 consecutive years, providing shareholders with a significant increase in real income.

Acquisitions
Our acquisition strategy moved forward positively. Ten acquisitions were made in the year. These had a combined historic annualised profit before tax of £7.6 million and were purchased for a maximum consideration of £44.0 million.  A summary of these transactions is set out below.

Company

Segment

Country

Historic Annual Revenue (£m’s)

Historic Annual PBT (£m’s)

Maximum Consideration (£m’s)

Kraan

EM

NL

5.3

0.82

4.7

RW Gregory

P&D

UK

12.1

1.48

10.2

WTW

Energy

UK

3.6

0.3

1.8

OceanFix

Energy

UK

10.6

1.25

7.0

Koltasz Smith

P&D

Australia

2.2

0.5

3.1

RBA

EM

UK, US, Australia

4.5

0.9

6.0

GeoCet

EM

US

2.1

0.6

1.2

Mountainheath

EM

UK

1.2

0.4

1.9

Paras

Energy

UK

3.0

1.0

6.4

BEC

P&D

Ireland

1.2

0.35

1.7

Total

 

 

45.8

7.6

44.0

The integration of these businesses progressed encouragingly. 

Operations and Markets

Energy
We provide consultancy services on an international basis to the oil and gas industries from bases in the UK, USA, Canada, Australia, Malaysia and Singapore.  In the UK we also provide advice to both the onshore and offshore renewables industry.  The business had another outstanding year with strong organic growth being coupled with a number of acquisitions.

 

2008

2007

 

Fee income (£m’s)

 139.6

 101.2

+38%

Underlying profit* (£m’s)

25.8

18.7

+38%

Margin

18.5%

18.4%

 

* before amortisation of acquired intangible assets of £0.7m (2007: £0.2m)

Demand for our services from our clients in the international oil and gas sector continued to increase.  This reflects both positive market conditions and our position as a world leader in this sector, which is increasing our access to higher value work. The oil and gas companies and their advisors increasingly value the breadth and depth of our expertise.  We saw, for example, more interest from clients in the combination of our technical, commercial and risk management expertise, particularly related to the environmental and safety aspects of our work. Our reputation within the financial community in respect of determination of oil and gas reserves for reporting purposes, asset evaluation, and in support of corporate activity continued to develop during the year.  The acquisitions made during the course of the year, coupled with organic development, have enabled us to develop further our businesses in the UK, North America and Australia.

Outlook

Many of the projects in which we are involved are of a long term nature, reflecting the complexity of identifying and securing sources of oil and gas in increasingly challenging environments.  This provides a solid underpin for our business.  Asset and corporate transactions are also likely to remain a good source of income.  New opportunities, for example, in relation to unconventional forms of gas, as well as carbon capture and storage are beginning to open up.  Even though the prices of oil and gas have fallen significantly from the highs of last year most of our clients remain committed to significant investment programmes and demand for our core services remains strong.  The market opportunity in this sector remains encouraging and suggests we will continue to experience organic growth in the coming year.  We also anticipate opportunities to make further acquisitions.

Planning and Development

Within this business we provide consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. We remain leaders in this market in the UK, Ireland, Northern Ireland and Western Australia, operating for blue chip clients in both the public and private sectors.  

 

 2008

 2007

 

Fee income (£m’s)

165.2

138.3

+19%

Underlying profit* (£m’s)

30.3

  26.2

+16%

Margin

18.4%

19.0%

 


*before amortisation of acquired intangibles assets of £1.1m (2007: £0.3m) and
 redundancy costs of £1.0m (2007: nil).

In the UK our market leadership as well as our ability to advise upon the increasingly broad issues necessary to secure planning permission for large complex schemes, particularly infrastructure projects coming forward under the new planning legislation, remains attractive to clients.  In consequence, we continued to work on some of the UK's largest projects.  The UK Government’s investment in social and infrastructure projects has also had a beneficial effect on this business.  The lack of availability of finance and the general economic downturn began to be felt by some of our private sector clients during the second half of the year. We have many years experience of managing project driven order books in this sector and are well able to match our capacity to projected fees.  We were able, therefore, to reduce, in a timely fashion, the size of our workforce, particularly our building design activities in the regions of England, when this became necessary.  Our planning business is also able to assist clients in other parts of the Group secure planning permissions for capital projects, for example, in the energy and water sectors.

The governments of Ireland and Northern Ireland continued to invest in extensive plans for infrastructure development.  We continued to benefit significantly from this investment and have realistic expectations that it will continue in the current year.  We are also managing the Climate Change Awareness Campaign, the largest ever public information campaign funded by the Irish government.  Work in the private sector in Ireland slowed in the second half and we responded effectively to that.

Our activities in the planning and development market in Australia continued to expand.  The Australian economy has suffered less in recent months than the UK or Irish economies.  The potential of this market gives us confidence about the opportunities for this part of the Group’s business.

Outlook

As climate change, energy efficiency and other environmental issues grow in importance, the competitive advantage we derive in these markets from our broad range of integrated services should continue to increase. However, until our clients experience less economic uncertainty and have better access to credit, it is likely to be difficult to secure organic growth in this sector.  Acquisition opportunities may arise in the UK and Ireland as smaller, less well funded competitors see the advantage of being part of a larger group.  Elsewhere more strategic opportunities are being kept under review.

Environmental Management

This business provides consultancy services in respect of health, safety, risk and water management in the UK, Australia, US and the Netherlands.  The results in 2008 were excellent and benefitted from a number of acquisitions

 

2008

2007

 

Fee income (£m’s)

92.7

70.4

+32%

Underlying profit* (£m’s)

13.8

9.2

+50%

Margin

  14.9%

  13.0%

 

* before amortisation of acquired intangible assets of £1.0m (2007: £0.1m)

Our business servicing the UK water industry had a particularly good year. RPS's specific strengths in the water industry coupled with our environmental credentials position us well to help with problems created by water shortages and legislation seeking to secure environmental improvement. We are working on long term commissions for the majority of the water companies. These seem likely to continue to generate good revenues through the Ofwat quinquennial review in the remainder of this year.  The demand for health & safety consultancy from the nuclear and oil and gas industries has remained buoyant, driven by increasing statutory obligations and an heightened awareness of the importance of these issues. Our business in the Netherlands had another good year. The acquisitions made during the year have enabled us to develop further our business in the UK, the Netherlands, Australia, and the US.

Outlook

Much of the work we do in these markets is regulatory driven and to a degree non-discretionary making further organic growth achievable in the coming year.  Many of our service lines are also provided by small competitors and so further acquisitions are also possible. 

Group Prospects
 
We have a flexible business model, an experienced management team, a strong balance sheet and excellent cash flow and have delivered good results in a range of circumstances for many years.  The Board believes RPS is well equipped to meet the current economic challenges; both by managing our existing activities to maintain our high level of efficiency and cost management and also by identifying opportunities for future growth in which we may invest. 

We are leaders in many of the markets in which we operate and have valuable long term client and project relationships with a significant number of substantial organisations. Our strategy of continuing to build a multi-disciplinary RPS on an international basis remains both appropriate and achievable and we expect the Group to perform well in 2009.

Board of Directors
RPS Group plc
4 March 2009

Consolidated income statement

 

 

 

 

 

 

 

 

Notes

year ended 31 December audited £000’s

 

year ended 31 December 2007 audited £000’s

 

 

 

 

 

 

 

Revenue

2

470,465

 

362,674

 

Recharged expenses

2

(78,369)

 

(57,566)

 

Fee income

2

392,096

 

305,108

 

 

 

 

 

 

 

Operating profit

2

58,862

 

47,975

 

 

 

 

 

 

 

Finance costs

3

(4,424)

 

(3,792)

 

Finance income

3

384

 

296

 

 

 

 

 

 

 

Profit before tax and amortisation of acquired intangibles

 

57,512

 

45,010

 

Amortisation of acquired intangibles

 

(2,690)

 

(531)

 

 

 

 

 

 

 

Profit before tax

 

54,822

 

44,479

 

 

 

 

 

 

 

Tax expense

4

(16,933)

 

(13,569)

 

Profit for the year attributable to equity holders of the parent

 

37,889

 

30,910

 

 

 

 

 

 

 

Basic earnings per share (pence)

5

18.00

 

14.99

 

 

 

 

 

 

 

Diluted earnings per share (pence)

5

17.75

 

14.78

 

 

 

 

 

 

 

Basic earnings per share before amortisation of acquired intangibles (pence)

5

18.92

 

15.17

 

Diluted earnings per share before amortisation of acquired intangibles (pence)

5

18.66

 

14.95

Consolidated balance sheet

 

 

as at 31 December 2008 audited £000’s

 

as at 31 December 2007 Audited £000’s

 

 

 

 

 

 

 

 

Notes

 

 

 

 Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets

 

264,733

 

210,839

 

Property, plant and equipment

 

24,575

 

21,706

 

Deferred tax assets

 

-

 

114

 

 

289,308

 

232,659

 

Current assets

 

 

 

 

 

Trade and other receivables

 

157,607

 

119,504

 

Cash at bank

8

17,088

 

10,884

 

 

174,695

 

130,388

 Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Borrowings

8

456

 

174

Deferred consideration

 

16,585

 

8,939

Trade and other payables

 

87,868

 

62,750

Corporation tax liabilities

 

2,688

 

3,434

Provisions

 

1,417

 

595

 

 

109,014

 

  75,892

Net current assets

 

65,681

 

54,496

Non-current liabilities

 

 

 

 

Borrowings

8

45,187

 

43,340

Deferred consideration

 

11,463

 

10,453

Other creditors

 

417

 

1,320

Deferred tax liability

 

6,746

 

-

Provisions

 

3,569

 

4,508

 

 

67,382

 

59,621

Net assets

 

287,607

 

227,534

 

 

 

 

 

 

Equity

 

 

 

 

 

Share capital

6

6,399

 

6,319

 

Share premium

6

95,531

 

93,225

 

Other reserves

7

43,551

 

17,516

 

Retained earnings

6

142,126

 

110,474

 

Total shareholders’ equity

 

287,607

 

227,534



Consolidated  cash flow statement

 

 

 

 

 

 

 

 

 

 

year ended 31 December audited 2008 £000’s

 

year ended 31 December audited 2007 £000’s

 

 

Notes

 

 

 

 

 

 

 

 

Cash generated from operations

8

67,386

 

45,393

Interest paid

 

(3,770)

 

(3,967)

Interest received

 

384

 

296

Income taxes paid

 

(15,574)

 

(12,925)

Net cash from operating activities

 

48,426

 

28,797

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchases of subsidiaries net of cash acquired

 

(22,332)

 

(15,758)

Deferred consideration

 

(8,854)

 

(10,846)

Purchase of property, plant and equipment

 

(5,935)

 

(5,811)

Sale of property, plant and equipment

 

1,094

 

4,239

Net cash used in investing activities

 

(36,027)

 

(28,176)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from issue of share capital

 

464

 

1,730

Proceeds from sale of own shares

 

-

 

1,293

(Repayments)/proceeds from bank borrowings

 

(2,174)

 

3,001

Payment of finance lease liabilities

 

(117)

 

(149)

Dividends paid

 

(7,211)

 

(6,144)

Payment of pre-acquisition dividend

 

(1,471)

 

-

Net cash used in financing activities

 

(10,509)

 

(269)

 

 

 

 

 

Net increase  in cash and cash  equivalents

 

1,890

 

352

 

 

 

 

 

Cash and cash equivalents at beginning of year

8

10,884

 

9,805

Effect of exchange rate fluctuations

8

3,933

 

727

 

 

 

 

 

Cash and cash equivalents at end of year

8

16,707

 

10,884

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents comprise:

 

 

 

 

Cash at bank

 

17,088

 

10,884

Bank overdraft

 

(381)

 

-

 

 

 

 

 

Cash and cash equivalents at end of year

8

16,707

 

10,884

 

 

 

 

 


 

Consolidated statement of recognised income and expense

 

 

 

 

 

year ended 31 December

 

year ended 31 December

 

 

 

2008

 

2007

 

 

 

audited

 

audited

 

 

 

£000’s

 

£000’s

 

 

 

Exchange differences

6

23,811

 

5,787

Tax recognised directly in equity

6

(573)

 

743

Income recognised directly in equity

 

23,238

 

6,530

 

 

 

 

 

 

Profit for the year

 

37,889

 

30,910

 

 

 

 

 

 

Total recognised income for the year attributable to equity holders of the parent

 

61,127

 

37,440


Notes to the consolidated financial statements

1. Basis of preparation

The consolidated financial statements, as well as comparatives for 2007, have been prepared under International Financial Reporting Standards (IFRS) adopted by the EU. They are presented in pounds sterling, rounded to the nearest thousand.

The accounting policies used have been applied consistently to all periods presented in these financial statements. The accounting policies used are the same as set out in detail in the Report and Accounts 2007.

2. Business segments

The Group comprises the following business segments:

Planning and Development – consultancy services in the UK, Ireland, Australia and US related to town and country planning, urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management – consultancy services in the UK, the Netherlands, Australia and US related to health, safety and risk management, environmental science and the management of water services.

Energy – the provision of consultancy services, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

 

Segment results for the year ended 31 December 2008

 

Planning & Development

Environmental Management

Energy

Eliminations

Consolidated

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

Segment revenue 

206,521

107,967

161,388

(5,411)

470,465

Recharged expenses

(41,341)

(15,226)

(21,802)

-

(78,369)

Fee Income

165,180

92,741

139,586

(5,411)

392,096

 

 

 

 

 

 

 

 

 

 

 

 

Underlying profit

30,316

13,841

25,842

-

69,999

Redundancy cost

(1,013)

-

-

-

(1,013)

Amortisation

(1,057)

(970)

(663)

-

(2,690)

Segment  result

28,246

12,871

25,179

-

66,296

 

 

 

 

 

 

Unallocated expenses

 

 

 

 

(7,434)

 

 

 

 

 

 

Operating profit

 

 

 

 

58,862

 

 

 

 

 

 

Segment results for the year ended 31 December 2007

 

Planning & Development

Environmental Management

Energy

Eliminations

Consolidated

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

164,972

83,199

119,327

(4,824)

362,674

Recharged expenses

(26,721)

(12,754)

(18,091)

-

(57,566)

Fee Income

138,251

70,445

101,236

(4,824)

305,108

 

 

 

 

 

 

 

 

 

 

 

 

Underlying profit

26,209

9,174

18,662

-

54,045

Amortisation

(296)

(80)

(155)

-

(531)

Segment result

25,913

9,094

18,507

 

53,514

 

 

 

 

 

 

Unallocated expenses

 

 

 

 

(5,539)

 

 

 

 

 

 

Operating profit

 

 

 

 

47,975

 

 

 

 

 

 

3. Net financing costs

 

year ended 31 Dec 2008 £000’s

 

year ended 31 Dec 2007 £000’s

Finance costs

 

 

 

Interest on loans, overdraft and finance leases

(3,121)

 

(2,838)

Interest imputed on deferred consideration

(793)

 

(655)

Interest payable on deferred consideration

(510)

 

(299)

 

(4,424)

 

(3,792)

Finance income

 

 

 

Deposit interest receivable

384

 

296

 

 

 

 

Net financing costs

(4,040)

 

(3,496)

 

 

 

 

4. Income taxes

 

 

year ended 31 Dec 2008

 

year ended 31 Dec 2007

 

 

£000’s

 

£000’s

Current tax

 

 

 

UK corporation tax

 

7,046

 

7,817

  Foreign tax

 

7,465

 

5,394

 

 

14,511

 

13,211

 

 

 

 

Deferred tax expense

2,422

 

358

 

 

 

 

Tax expense for the year

16,933

 

13,569

5. Earnings per share 

The calculations of basic and diluted earnings per share were based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the related period as shown in the tables below:  

 

year ended 31  Dec

 

year ended 31  Dec

 

2008

 

2007

 

£000’s

 

£000’s

 

 

 

 

Profit attributable to ordinary shareholders

37,889

 

30,910

 

 

 

 

 

000’s

 

000’s

 

 

 

 

Weighted average number of ordinary shares

210,546

 

206,256

Dilutive shares to be issued as deferred consideration

886

 

92

Diluted effect of  employee shares schemes

2,049

 

2,827

Diluted weighted average number of ordinary shares

213,481

 

209,175

 

 

 

 

Basic earning per share (pence)

18.00

 

14.99

 

 

 

 

Diluted earnings per share (pence)

17.75

 

14.78

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation were based on the weighted average number of ordinary shares outstanding during the year as shown above and the profit attributable to ordinary shareholders before the amortisation on acquired intangible assets and the tax thereon as shown in the table below:

 

year ended 31 Dec 2008

 

year ended 31 Dec 2007

 

£000’s

 

£000’s

 

 

 

 

Profit attributable to ordinary shareholders

37,889

 

30,910

Amortisation of acquired intangibles

2,690

 

531

Tax on amortisation of acquired intangibles

(752)

 

(159)

Adjusted profit attributable to ordinary shareholders

39,827

 

31,282

 

 

 

 

Basic earnings before per share before amortisation (pence)

18.92

 

15.17

Diluted earnings per share before amortisation (pence)

18.66

 

14.95

6. Statement of changes in equity

 

Share capital

Share premium

Retained earnings

Other reserves

Total equity

 

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

At 1 January 2007

6,163

89,836

79,828

11,107

186,934

Changes in equity during 2007

 

 

 

 

 

Tax recognised directly in equity

-

-

743

-

743

Exchange differences

-

-

-

5,787

5,787

Net income recognised directly in equity

-

-

743

5,787

6,530

Profit for the year

-

-

30,910

-

30,910

Total recognised income and expense for the year

-

-

31,653

5,787

37,440

Transfer

-

-

4,053

(4,053)

-

Issue of new ordinary shares

156

3,451

(1,281)

4,057

6,383

Sale of own shares

-

-

671

622

1,293

Share based payment expense

-

-

2,142

-

2,142

Tax on share based payment expense

-

-

(448)

-

(448)

Expenses of issue of equity shares

-

(62)

-

-

(62)

Shares to be issued

-

-

-

(4)

(4)

Dividends

-

-

(6,144)

-

(6,144)

At 31 December 2007

6,319

93,225

110,474

17,516

227,534

 

 

 

 

 

 

Changes in equity during 2008

 

 

 

 

 

Tax recognised directly in equity

-

-

(573)

-

(573)

Exchange differences

-

-

-

23,811

23,811

Net income recognised directly in equity

-

-

(573)

23,811

23,238

Profit for the year

-

-

37,889

-

37,889

Total recognised income and expense for the year

-

-

37,316

23,811

61,127

Issue of new ordinary shares

80

2,306

(1,247)

2,224

3,363

Share based payment expense

-

-

2,794

-

2,794

Dividends

-

-

(7,211)

-

(7,211)

At 31 December 2008

6,399

95,531

142,126

43,551

287,607

7. Other reserves

 

Merger reserve

Employee trust shares

Share scheme reserve

Shares to be issued

Translation reserve

Total other reserves

 

£000’s

£000’s

£000’s

£000’s

£000’s

£000’s

 

 

 

 

 

 

 

At 1 January 2007

10,642

(3,042)

4,053

1,997

(2,543)

11,107

Changes in equity during 2007

 

 

 

 

 

 

Exchange differences

-

-

-

-

5,787

5,787

Transfer to retained earnings

-

-

(4,053)

-

-

(4,053)

Issue of new shares

6,351

(523)

-

(1,771)