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 220,631,930 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (189,790) from those announced on 29 November 2013 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,631,930.

The above figure (220,631,930) 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 2013

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   


SIP Announcement

04 Dec


On 04 December 2013 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:-

04 December 2013

  Purchase of Shares on 03 December 2013 £3.099 per share Allotment of Matching Shares 03 Decenber 2013 £3.099 per share Total number of Partnership, Matching and Dividend shares held on 04 December 2013
Gary Young 40 40 14,661
Philip Williams 40 40 8,778
Alan Hearne 40 40 11,270

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

29 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 220,442,140 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (136,126) from those announced on 31 October 2013 relate to the Company’s Performance Share Plan, Share Incentive Plan and Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc remains at 220,442,140.

The above figure (220,442,140) 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.

29 November 2013

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   


TR-1: Notification of Major Interest in Shares - Threadneedle Investments

15 Nov

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

RPS GROUP PLC

2. Reason for the notification (please state Yes/No):

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

An event changing the breakdown of voting rights: No

Other (please specify):(No)

3. Full name of person(s) subject to the notification obligation:

Ameriprise Financial, Inc. and its group

4. Full name of shareholder(s) (if different from 3.):

See additional information under 13.

5. Date of the transaction and date on which the threshold is crossed or reached: v

13 November 2013

6. Date on which issuer notified:

14 November 2013

7. Threshold(s) that is/are crossed or reached:

Above the threshold of 5%


8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

N/A

N/A

161,777

161,777

11,874,338

0.073%

5.390%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/Conversion Period

No. of voting rights that may
be acquired if the instrument is
exercised/ converted.

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights that may be acquired if the instrument is exercised/converted.

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

12,036,115

5.463%


9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi

Ameriprise Financial, Inc., which through intermediate holding companies controls the voting rights of Columbia Management Investment Advisers, Columbia Wanger Asset Management, Threadneedle Management Luxembourg SA and Threadneedle Asset Management Holdings Ltd, which itself controls the voting rights of Threadneedle Asset Management Ltd, Threadneedle International Ltd and Threadneedle Pensions Ltd.

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A


13. Additional information:

Registered Owner
Ameriprise Financial Inc - Ale - 279,338
Columbia Wanger Asset Management LLC - Ale - 3,618,304
HSBC Global Custody Nominee (UK) Limited - Ale 740190 - 84,567
HSBC Global Custody Nominee (UK) Limited - Ale 739874 - 409,932
HSBC Global Custody Nominee {UK) Limited - Ale 740311 - 40,335
Littledown Nominees Ltd - A/cZLA05 - 569,244
Littledown Nominees Ltd - A/cZLA07 - 5,270,000
Littledown Nominees Ltd - Ale 07197 - 161,777
Littledown Nominees Ltd - Ale 10479 - 5,145
Litt1edown Nominees Ltd - Ale ZLA12 - 123,550
Litt1edown Nominees Ltd - A/cZLA14 - 32,930
Litt1edown Nominees Ltd - Ale 34789 - 237,682
Litt1edown Nominees Ltd - Ale 10488 - 658,008
Litt1edown Nominees Ltd - Ale 10490 - 545,303

14. Contact name:

Mark Powney, Threadneedle Group

Threadneedle Asset Management Holdings Limited. Registered in England and wales: No 3554212 Registered Office: 60 StMary Axe, London, EC3A BJQ.

TR-1: Notification of Major Interest in Shares

06 Nov

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii

RPS GROUP PLC

ISIN: GB0007594764

2. Reason for the notification (please state Yes/No):

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

An event changing the breakdown of voting rights: No

Other (please specify):(No)

3. Full name of person(s) subject to the notification obligation: iii

Norges Bank

4. Full name of shareholder(s) (if different from 3.):iv N/A

5. Date of the transaction and date on which the threshold is crossed or reached: v

1 November 2013

6. Date on which issuer notified:

5 November 2013

7. Threshold(s) that is/are crossed or reached: vi, vii

Above 3%


8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB0007594764

6,404,374

6,404,374

6,968,442

6,968,442

 

3.16%

 

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

Number of voting rights that may
be acquired if the instrument is
exercised/ converted.

% of voting rights

N/A

N/A

N/A

N/A

N/A


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A


Total (A+B+C)

Number of voting rights

Percentage of voting rights

6,968,442

3.16%


9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi

N/A

Proxy Voting:

10. Name of the proxy holder:

Norges Bank

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A


13. Additional information:

None

14. Contact name:

Stanislav Boiadjiev

15. Contact telephone number:

+47 2407 3142

SIP Announcement

05 Nov


On 04 November 2013 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:-

05 November 2013

  Purchase of Shares on 01 November 2013 £2.969 per share Allotment of Matching Shares 01 November 2013 £2.969 per share Purchase of Dividend Shares on 31 October 2013 £2.92 per share Total number of Partnership, Matching and Dividend shares held on 04 November 2013
Gary Young 43 43 171 14,581
Philip Williams 43 43 102 8,698
Alan Hearne 43 43 131 11,190

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 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 220,306,014 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (100,160) from those announced on 30 September 2013 relate to the Company's Performance Share Plan, Share Incentive Plan and Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc remains at 220,306,014.

The above figure (220,306,014) 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 October 2013

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   


Interim Management Statement

31 Oct

Interim Management Statement

Click here to download a pdf version of this announcement

Trading on track to meet full year expectations. Continuing investment has created a strong international platform for future growth.

We remain on track to meet current market expectations for the full year. We have committed a maximum of £61 million to acquisitions since 30 June 2013 and anticipate this and the investments made earlier this year should result in significantly improved trading for the Group in 2014. Our balance sheet remains strong.

Energy

Our Energy business continued to trade encouragingly in the second half, as a result of our growing market presence and significant investment by our clients in the oil and gas exploration and production sector. We benefitted from good levels of demand in many areas of the world, although parts of the Canadian market, particularly the potash sector, remain challenging. Our independent advice and reports in respect of transactions and asset valuations, continue to be highly valued by our clients and our activities are supported by the level of global exploration and production spend. The high profile we have in a broad range of markets, combined with geographical diversity, enables us to continue to take advantage of these favourable circumstances.

Built and Natural Environment

Australia Asia Pacific: in the second half of last year and first half of this year a significant number of natural resources projects, particularly mining and offshore gas, were delayed. This trend has been less noticeable in recent months and there are early signs that investment by some clients may be starting to increase again. In other sectors of the economy, following the change of the Australian Federal Government in September, a range of clients, have started to make investments to take advantage of the weaker Australian dollar and lower interest rates. The ingredients, therefore, seem to be coming together for a recovery and a rebalancing of the economy. We remain of the view this is likely to take some time to work through completely. The weaker dollar will impact our results on consolidation, but our cost reductions over the last year will enable us to benefit from growth as it develops.

Europe: this business continued to perform well, despite continuing economic uncertainty. Our UK commercial development clients, particularly in the house building sector, retained the confidence we saw develop in the first half. Our laboratories in the Netherlands continued to trade well. The UK water market remained challenging. Our health, safety and risk management businesses are strongly positioned and continued to perform encouragingly. Our strategic position in the energy infrastructure market enabled us to continue to win work at rates which reflect our market leading position. Despite continuing fee rate pressure, the improved efficiencies resulting from actions taken previously, sustained our margin.

Acquisitions

Since 30 June we have completed the acquisition of APASA (18 July: Australia), HMA (15 August: Canada) and Ichron (26 September: UK). The detail of each of these transactions was announced at the time of completion. The integration of these acquisitions and those made earlier this year is progressing well.

On 18 October we announced the proposed acquisition of OEC, a leading project management consultancy in Norway. This transaction is likely to complete in November after the receipt of approval from the Norwegian Competition Authority.

After the OEC completion, we will have committed a maximum of about £80 million to acquisitions in the current year, of which about £42 million will have been paid out (including acquired debt). In addition we have paid £10.7 million of deferred consideration during the year to date.

Cash, Debt and Funding

Our conversion of profit into cash was again good and the Group balance sheet remains strong. At a time of currency volatility, we are protected at the operating level by our transactional hedging arrangements. Net bank debt at the end of September was £28.5 million (30 June 2013: £20.5 million). The Group has adequate facilities to continue its acquisition strategy.

Management Structure and Segmentation

We have recently made two important changes in the management of the Group in order to improve our growth prospects. These have resulted in changes in the way the Board reviews the performance and results of the Group. This requires two changes in the segmentation of the results we present:

(1) due to the successful expansion of our environmental activities in North America we have separated out the relevant elements of our business there in order to form a Built and Natural Environment: North America business and segment;
(2) in order to take full advantage of developments in the integrated energy and energy infrastructure market in AAP we have merged our BNE: AAP business with that part of Energy which trades in AAP to create a new segment known as “AAP”; the Energy element of AAP will, however, continue to provide an integral part of the service offering to our international oil and gas clients.

In future, therefore, we will report in the following segments:

Energy

BNE: Europe
BNE: North America

AAP

Annex 1 contains our results for H1 2012, FY2012 and H1 2013 restated as if these segments had existed when those results were published.

Brook Land, chairman, commented:

“RPS remains in a strong position and on track to deliver results in line with market expectations for the full year. We have invested extensively this year in order to diversify and expand further internationally and believe that, with the integration and development of these acquisitions, 2014 will be a good year for the Group.”

31 October 2013

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, the United States, Canada and Australia Asia Pacific 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.

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  

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 2013 in the year to date are based upon unaudited management accounts for the period January to September 2013. The Board considers market expectations for 2013 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £60.0 to £63.9 million. Nothing in this announcement should be construed as a profit forecast.

Annex 1

Segmental results for the year ended 31 December 2012 as restated
         
£000s Fees  Expenses  Intersegment revenue  External revenue 
BNE - Europe  157,200 21,433 (1,301) 177,332
BNE - North America  26,938 4,264 (123) 31,079
AAP  133,888 22,393 (1,529) 154,752
Energy  164,363 29,160 (823) 192,700
Group eliminations  (3,554) (222) 3,776 0
Total  478,835 77,028 0 555,863

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - Europe   18,874 (754) 18,120
BNE - North America   6,252 0 6,252
AAP   15,188 (946) 14,242
Energy   31,243 (46) 31,197
Total   71,557 (1,746) 69,811

Segmental results for the year ended 31 December 2012 as originally presented  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - Europe 157,200 21,433 (1,301) 177,332
BNE - AAP 98,300 19,827 (786) 117,341
BNE - Eliminations (193) (41) 234 0
BNE total 255,307 41,219 (1,853) 294,673
Energy 225,875 36,017 (702) 261,190
Group eliminations (2,347) (208) 2,555 0
Total 478,835 77,028 0 555,863

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - Europe   18,874 (754) 18,120
BNE - AAP   12,974 (920) 12,054
BNE total   31,848 (1,674) 30,174
Energy   39,709 (72) 39,637
Total   71,557 (1,746) 69,811

Detailed reclassifications for the year ended 31 December 2012  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - North America 26,938 4,264 (123) 31,079
BNE - Eliminations 193 41 (234) 0
AAP 35,588 2,566 (743) 37,411
Energy (61,512) (6,857) (121) (68,490)
Group eliminations (1,207) (14) 1,221 0
Total 0 0 0 0

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - North America   6,252 0 6,252
AAP   2,214 (26) 2,188
Energy   (8,466) 26 (8,440)
Total   0 0 0

Segmental results for the half year ended 30 June 2013 as restated  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - Europe 74,682 9,504 (265) 83,921
BNE - North America 15,668 2,242 (464) 17,446
AAP 65,912 10,288 (1,116) 75,084
Energy 87,797 17,206 (604) 104,399
Group eliminations (2,215) (234) 2,449 0
Total 241,844 39,006 0 280,850

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - Europe   9,550 (259) 9,291
BNE - North America   3,907 0 3,907
AAP   5,528 (833) 4,695
Energy   16,688 (52) 16,636
Total   35,673 (1,144) 34,529

Segmental results for the half year ended 30 June 2013 as originally presented  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - Europe 74,682 9,504 (265) 83,921
BNE - AAP 46,413 8,829 (272) 54,970
BNE - Eliminations (52) 0 52 0
BNE Total 121,043 18,333 (485) 138,891
Energy 121,738 20,834 (613) 141,959
Group eliminations (937) (161) 1,098 0
Total 241,844 39,006 0 280,850

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - Europe   9,550 (259) 9,291
BNE - AAP   4,584 (759) 3,825
BNE total   14,134 (1,018) 13,116
Energy   21,539 (126) 21,413
Total   35,673 (1,144) 34,529

Detailed reclassifications for the half year ended 30 June 2013  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - North America 15,668 2,242 (464) 17,446
BNE - Eliminations 52 0 (52) 0
AAP 19,499 1,459 (844) 20,114
Energy (33,941) (3,628) 9 (37,560)
Group eliminations (1,278) (73) 1,351 0
Total 0 0 0 0

£000s             Underlying profit  Reorganisation costs  Segment profit 
BNE - North America   3,907 0 3,907
AAP   944 (74) 870
Energy   (4,851) 74 (4,777)
Total   0 0 0

Segmental results for the half year ended 30 June 2012 as restated  
         
£000s Fees Expenses  Intersegment revenue  External revenue 
BNE - Europe 83,323 10,151 (719) 92,755
BNE - North America 13,593 1,653 (48) 15,198
AAP 64,587 12,592 (721) 76,458
Energy 78,406 13,558 (232) 91,732
Group eliminations (1,583) (137) 1,720 0
Total 238,326 37,817 0 276,143

£000s            Underlying profit  Reorganisation costs  Segment profit 
BNE - Europe   9,825 (307) 9,518
BNE - North America   3,477 0 3,477
AAP   7,286 (56) 7,230
Energy   14,642 (43) 14,599
Total   35,230 (406) 34,824

Segmental results for the half year ended 30 June 2012 as originally presented  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - Europe 83,323 10,151 (719) 92,755
BNE - AAP 47,940 11,090 (101) 58,929
BNE - Eliminations (104) (3) 107 0
BNE Total 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 0
Total 238,326 37,817 0 276,143

£000s              Underlying profit  Reorganisation costs  Segment profit 
Europe   9,825 (307) 9,518
AAP   6,286 (56) 6,230
BNE total   16,111 (363) 15,748
Energy   19,119 (43) 19,076
Total   35,230 (406) 34,824

Detailed reclassifications for the half year ended 30 June 2012  
         
£000s  Fees  Expenses  Intersegment revenue  External revenue 
BNE - North America 13,593 1,653 (48) 15,198
BNE - Eliminations 104 3 (107) 0
AAP 16,647 1,502 (620) 17,529
Energy (29,618) (3,088) (21) (32,727)
Group eliminations (726) (70) 796 0
Total 0 0 0 0

£000s              Underlying profit  Reorganisation costs  Segment profit 
BNE - North America   3,477 0 3,477
AAP   1,000 0 1,000
Energy   (4,477) 0 (4,477)
Total   0 0 0

Acquisition of Norwegian Project Management Consultancy

18 Oct

RPS announces that it has entered into an agreement to acquire the entire share capital of OEC Consulting AS (“OEC”) and the outstanding minority shareholdings in its three subsidiaries (taken together the “OEC Group”). The maximum consideration payable for OEC Group is NOK 300 million (£31.5 million). The transaction will close following approval being granted by the Norwegian Competition Authority which is anticipated in approximately one month.

OEC was founded in 1984 and is headquartered in Oslo. It was initially focussed on providing project management services to the growing North Sea oil and gas industry, helping to pioneer the development of the Norwegian sector. Subsequently, it has applied its project management skills and experience to other markets in Norway, particularly in relation to infrastructure. The acquisition of a majority share of Hospitalitet AS (in 2000) enabled OEC Group to enter the health service sector. The acquisition (in 2006) of a majority share of the company now known as OEC Sor AS, extended the OEC project management activities into Southern Norway. The subsequent acquisition of a majority share of OptioFM AS (in 2008) extended OEC Group’s range of services into facilities management.

OEC Group employs about 100 staff and engages associates on a project specific basis. All the shareholders in OEC and the subsidiaries are employees and will be remaining with the Group when the transaction closes.

In the year ended 31 December 2012, OEC Group had revenues of NOK 255 million (£27 million) and profit before tax of NOK 32.9 million (£3.5 million). Net assets at 31 December 2012 were NOK 17.3 million (£1.83 million). Gross assets at the same time were NOK 111.1 million (£11.7 million).

RPS is acquiring the entire share capital of OEC Group for a maximum total consideration of NOK 300 million (£31.5 million), all payable in cash. Consideration to be paid to the vendors at closing is NOK 190 million (£20.0 million). Subject to certain operational conditions being met, three further sums will be paid to the vendors: NOK 50 million (£5.3 million) in May 2014 and NOK 30 million (£3.1 million) on each of the second and third anniversaries of the transaction.

The OEC Group results will be included in the Group’s Energy segment.

Alan Hearne, Chief Executive of RPS, commented:

"RPS sees a significant long term opportunity to expand both its Energy and BNE businesses in Scandinavia. As we have successfully done in the past when establishing our presence in a new market, we have identified a high quality business capable of providing a platform for both organic and acquisitive growth. OEC’s experience and reputation in the oil and gas, renewables and infrastructure markets will be of great value to us."

18 October 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group Financial 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 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, Canada, USA and Australia/Asia Pacific 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.

SIP Announcement

07 Oct


On 02 October 2013 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:-

07 October 2013

  Purchase of Shares on 02 October 2013 £2.749 per share Allotment of Matching Shares 02 October 2013 £2.749 per share Total number of Partnership, Matching and Dividend shares held on 02 October 2013
Gary Young 45 45 14,324
Philip Williams 45 45 8,510
Alan Hearne 45 45 10,973

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 Oct


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 220,205,854 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (39,174) from those announced on 30 August 2013 relate to the Company’s Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,205,854.

The above figure (220,205,854) 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 2013

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   


Acquisition of a Prominent Geological Consultancy Company

26 Sep

RPS announces the acquisition of Ichron Limited (“Ichron”), a UK based consultancy providing geological and training services to the international oil and gas sector, for a total consideration of £12.5 million.

Founded in 1995, Ichron has its offices and a geological sample preparation and analysis laboratory in Cheshire, UK. The company, comprising 46 permanent staff and additional part time specialist associates, works primarily on projects in Europe, Africa and the Middle East. Its specialist services include reservoir geology, biostratigraphy and chemical stratigraphy.

Ichron provides RPS with further capability in the Group’s established and growing oil and gas consultancy markets. The services provided by Ichron are complementary with existing RPS international capabilities.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 December 2012, Ichron had revenues of £6.3 million and profit before tax of £2.1 million, after adjustment for non-recurring items. Net assets at 31 December 2012 were £1.1 million. Gross assets at 31 December 2012 were £2.2 million.

RPS is acquiring the entire share capital of Ichron for a maximum total consideration of £12.5 million, all payable in cash. Consideration paid to the vendors at completion was £6.6 million. Subject to certain operational conditions being met, two further sums of £2.6 million, will be paid to the vendors on the first and second anniversaries of the transaction. Following completion and on finalisation of the closing balance sheet, a further sum, estimated at £0.7 million, will also be payable to the vendors.

Alan Hearne, Chief Executive of RPS, commented:

"Ichron has an excellent reputation and track record. Its skills will add to our existing capabilities in growing specialist areas and provide us with a platform for further growth.

Other acquisition opportunities we are working on are also progressing positively."

26 September 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group Financial 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 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, Canada, USA and Australia/Asia Pacific 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.

SIP Announcement

05 Sep


On 02 September 2013 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 02 September 2013 £2.519 per share

Allotment of Matching Shares 02 September 2013 £2.519 per share

Total number of Partnership, Matching and Dividend shares held on 02 September 2013

Gary
Young
50 50 14,234
Philip
Williams
50 50 8,420
Alan
Hearne
50 50 10,883

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

03 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 220,166,680 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (58,348) from those announced on 31 July 2013 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,166,680.

The above figure (220,166,680) 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 August 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Acquisition of HMA Land Services Limited

16 Aug

RPS announces the acquisition of HMA Land Services Limited (“HMA”), a consultancy specialising in providing services for linear infrastructure projects, for a maximum consideration of C$18.7m (£11.8m), including the repayment of C$6.4m (£4.0m) of debt.

Founded in 2001, HMA is headquartered in Calgary and operates throughout Canada with about 90 staff. The company provides consultancy and project management services to a range of clients engaged in the energy, pipeline and utilities sectors. Major linear infrastructure projects including oil and gas pipelines, power transmission lines and telecommunication lines are its primary focus. HMA projects include regional pipelines, as well as those associated with the export of Canada’s conventional and unconventional oil and gas reserves.

The acquisition of HMA provides RPS with an entry into this well established and growing marketplace and forms a platform for adding environmental and other services to existing and prospective HMA clients, as RPS further develops its business in North America. Three of the four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 30 June 2013 HMA had revenues of C$14.8 million (£9.3 million) and profit before tax of C$3.3 million (£2.1 million), after adjustment for non-recurring items. Net assets at 30 June 2013 were C$4.9 million (£3.1 million). Gross assets at 30 June 2013 were C$17.7 million (£11.1 million). Net debt at 30 June 2013 was C$7.8 million (£4.9 million).

RPS is acquiring the entire share capital of HMA for a maximum total consideration of C$18.7 million (£11.8 million), all payable in cash, of which C$6.4m (£4.0m) was applied to the repayment of external debt at completion. Consideration paid to the vendors at completion was C$3.3 million (£2.1 million). Subject to certain operational conditions being met, three further sums of C$4.0 million (£2.5 million), C$3.0 million (£1.9 million) and C$2.0 million (£1.3 million) will be paid to the vendors on the first, second and third anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"The acquisition of HMA marks a further step in the development of our North American business. The pipeline development market is buoyant, with long term projects that require the types of skills and experience which RPS delivers to its clients around the world.

Other acquisition opportunities we are working on are developing positively."

16 August 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive 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 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, Canada, USA and Australia/Asia Pacific 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.

SIP Announcement

02 Aug


On 02 August 2013 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 01 August 2013 £2.296 per share

Allotment of Matching Shares 01 August 2013 £2.296 per share

Total number of Partnership, Matching and Dividend shares held on 01 August 2013

Gary
Young
54 54 14,134
Philip
Williams
54 54 8,320
Alan
Hearne
54 54 10,783

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 for the six months ended 30 June 2013

01 Aug

Interim Results for the six months ended 30 June 2013

PBTA slightly ahead. Financial position remains strong. Interim dividend increased 15% for 20th consecutive year. Acquisition pipeline encouraging. On track for full year.

  2013 2012
Business Performance H1 H1
Revenue (£m) 280.9 276.1
Fee income (£m) 241.8 238.3
PBTA (1) (£m) 30.2 30.0
Adjusted earnings per share (2)(basic) (p) 9.81 9.80
Adjusted operating cash flow (£m) (3) 33.8 31.2
Dividend per share (p) 3.52 3.06
 
Profit before tax (£m) 21.0 19.9
Earnings per share (basic) (p) 6.53 5.68
Operating cash flow (£m) 29.6 25.0

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

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

“RPS has delivered a creditable result for the first half of 2013. Once again our conversion of profit into cash has been strong. We have increased the Interim dividend by 15% for the 20th consecutive year.

With our flexible and robust business model, the Board believes RPS is likely to deliver growth for the full year. Our acquisition pipeline also gives us further cause for optimism.”.

1 August 2013

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

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, the Americas and Australia Asia Pacific ("AAP") 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.

Results

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £30.2 million (2012: £30.0 million). Basic earnings per share (before amortisation and transaction related costs) were 9.81 pence (2012: 9.80 pence). The contribution of the 2 segments was:

Underlying Profit(£m)* 2013 2012  
  H1 H1  
Energy 21.5 19.1
 
Built and Natural Environment 14.1 16.1
 
Total 35.7 35.2

* as defined in note 3, stated before reorganisation costs of £1.1m (2012: £0.4m)

Group central costs were £3.4 million, a reduction of 13% over the same period last year. Finance charges remained constant at £1.0 million.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £15.4 million in the period, net bank borrowings at 30 June were £20.7 million (30 June 2012: £20.5 million). Following the period end we funded the initial consideration of £2.6 million related to the acquisition of Asia Pacific ASA Pty Ltd (“APASA”).

We have in place a £125 million facility with Lloyds Banking Group until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required.

The Board remains confident about the Group’s financial strength and has, for the 20th consecutive year, increased the interim dividend by about 15% to 3.52 pence per share (2012: 3.06 pence) payable on 17 October 2013 to shareholders on the register on 20 September 2013.

Acquisitions

On 16 January 2013 we announced the acquisition of PEICE, a Canadian based training business in the oil and gas sector, for a maximum consideration of £7.4 million. We have made good progress integrating PEICE with our existing training activities in the energy market.

On 19 April 2013 we announced the acquisition of Knowledge Reservoir Inc (“KR”), a reservoir engineering and geosciences consulting firm headquartered in Houston, for a maximum consideration of £12.0 million net of cash inherited. The US element of the business has traded well and we are close to finalising the reorganisation of the KR businesses in London, Oman and Kuala Lumpur.

On 18 July 2013 we announced the acquisition of APASA for a maximum consideration of £5.2 million. This is the sister company of ASA, the international oceanographic consultancy business we brought into the Group in 2011. Our international oceanographic capability has grown steadily in recent years, serving a market which remains buoyant.

Our acquisition pipeline is encouraging at the moment and we anticipate extending the Group’s capabilities further in the next few months.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas exploration and production industry from bases in the UK, USA, Canada and AAP. These act as regional centres for projects undertaken in many other countries.

The first half delivered good growth, once again with a strong margin.

  2013 2012  
  H1 H1  
Fee income (£m) 121.7 108.0
Profit* (£m) 21.5 19.1
Margin % 17.7 17.7  

*as defined in note 3, stated before reorganisation costs of £0.1m (2012: £nil) costs.

Planned expenditure in the oil and gas exploration and production sector for 2013 is encouraging, in respect of both conventional and unconventional resources. Given the uncertain global economic backdrop, some clients have been understandably cautious about starting new projects, but our international presence and reputation has enabled us to benefit from the investment which has been committed in many parts of the world.

Our EAME business performed particularly well, with the US producing a solid performance, after strong growth in 2012. Our profile in the financial services sector continued to enable us to benefit from valuation and transaction related activity.

Client spend in the AAP region slowed significantly in the early months of the year, as a number dealt with both demand and cost pressures. More recently it seems to have improved. We also experienced a slow down in Canada as major potash projects moved into a phase of the development cycle in which we have less involvement. New opportunities in this sector are, however, now emerging.

Overall, this business remains on track to deliver a strong performance this year.

Built and Natural Environment (“BNE”)

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. In recent years we have developed extensive experience in respect of the infrastructure projects necessary to bring energy resources, both conventional and renewable, to market.

Australia Asia Pacific

In BNE Australia Asia Pacific (“BNEA”) we remain well positioned in both the traditional infrastructure and development markets, as well as the more recently developed energy infrastructure market. Our successful move into the offshore gas and coal seam gas/LNG market enabled this business to double in size in recent years, despite the global financial crisis.

In the second half of last year a number of natural resources projects, particularly mining and offshore gas, were delayed, whilst our clients reviewed product demand, production costs and operating efficiencies. Further delays in significant projects have been announced by our clients in the first half of this year. As a result the BNEA results for the first half of the year were significantly below the same period last year.

  2013 2012  
  H1 H1  
Fee income (£m) 46.4 47.9
Profit* (£m) 4.6 6.3
Margin % 9.9 13.1  

*as defined in note 3, stated before reorganisation costs of £0.8m (2012: £0.1m)

In other sectors our clients have had to deal with the economic uncertainty resulting from the resources slowdown, as well as political volatility in the run up to the Federal election. Many have remained reasonably positive and continued to invest, but it seems clear the Australian economy is now on a lower growth trajectory.

In response to these difficult trading conditions we continue to reduce capacity and costs. These reductions have made us more efficient and competitive and should result in a better performance in the second half, provided the market does not deteriorate further.

Once recovery in resources investment gets underway, it will offer an opportunity for us to create a further period of growth. In the meantime the weakening Australian currency and lower interest rates should help deliver a rebalancing of the economy. We should benefit from this in terms of trading, although the weak dollar will adversely affect our results on consolidation. Exposure to the expected long term growth in the AAP region remains an important part of Group strategy.

Europe

Our BNE business in Europe (“BNEE”) performed well, even though economic uncertainty continued to hold back some of our clients’ investment. Fee and profit growth was affected by the exceptionally good performance we experienced in our UK water activities in the first half of 2012, which could not be replicated this year. The improved efficiencies resulting from actions taken previously gave rise to an increased margin, despite continuing fee rate pressure.

  2013 2012  
  H1 H1  
Fee income (£m) 74.7 83.3
Underlying Profit* (£m) 9.6 9.8
Margin % 12.8 11.8  

* as defined in note 3, stated before reorganisation costs of £0.3m (2012 £0.3m)

Our strong position in the energy infrastructure market (conventional, nuclear and renewable) enabled us to win work at rates which reflect our market leading position. Some of our UK commercial development clients, particularly in the house building sector, seemed more confident than in recent years. The investment we made in relocating and expanding our laboratories in the Netherlands in 2012 is proving worthwhile, more than compensating for continuing weakness in the Dutch property development sector. Our health, safety and risk management businesses are well positioned and continued to perform well.

We still expect BNEE to deliver a 2013 result broadly the same as in 2012, although there may now be some modest upside opportunity.

Group Prospects

Our flexible and robust business model has demonstrated in recent years it is capable of producing good results in challenging circumstances. The Board remains of the view that RPS is likely to meet market expectations in 2013 and continue to deliver strong cash flow. Our acquisition pipeline also gives us cause for optimism.

Board of Directors
RPS Group plc
1 August 2013

Condensed consolidated income statement

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s   2013 2012 2012
 
 
Revenue 3 280,850 276,143 555,863
Recharged expenses 3 (39,006) (37,817) (77,028)
Fee income 3 241,844 238,326 478,835
 
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 31,179 30,981 62,069
 
Amortisation of acquired intangibles and transaction related costs 4 (9,174) (10,161) (19,925)
 
Operating profit   22,005 20,820 42,144
 
Finance costs   (1,006) (1,059) (2,128)
Finance income   48 95 158
 
Profit before tax, amortisation of acquired intangibles and transaction related costs   30,221 30,017 60,099
 
 
Profit before tax   21,047 19,856 40,174
 
Tax expense 5 (6,807) (7,534) (14,263)
Profit for the period attributable to equity holders of the parent   14,240 12,322 25,911
 
 
Basic earnings per share (pence) 6 6.53 5.68 11.94
 
Diluted earnings per share (pence) 6 6.50 5.65 11.87
 
Adjusted basic earnings per share (pence) 6 9.81 9.80 19.48
 
Adjusted diluted earnings per share (pence) 6 9.76 9.74 19.36

Condensed consolidated statement of comprehensive income

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2013 2012 2012
 
Profit for the period 14,240 12,322 25,911
Exchange differences (1,706) (2,634) (5,545)
 
Total recognised comprehensive income for the period attributable to equity holders of the parent 12,534 9,688 20,366

* may be reclassified subsequently to profit or loss in accordance with IFRS.

Condensed consolidated balance sheet

 
  As at 30 June As at 30 June As at 31 December
£000’s Notes 2013 2012 2012
 
Assets        
Non-current assets        
Intangible assets   340,408 320,911 328,440
Property, plant and equipment 7 30,200 29,925 30,632
    370,608 350,836 359,072
Current assets        
Trade and other receivables   162,064 172,678 159,381
Cash at bank   12,713 17,909 14,804
    174,777 190,587 174,185
Liabilities        
Current liabilities        
Borrowings   1,474 1,554 748
Deferred consideration   11,369 8,427 7,842
Trade and other payables   98,102 103,891 101,921
Corporation tax liabilities   1,638 3,883 3,582
Provisions   2,560 4,315 2,633
    115,143 122,070 116,726
Net current assets   59,634 68,517 57,459
Non-current liabilities        
Borrowings   31,973 36,822 27,557
Deferred consideration   6,910 - 3,543
Other creditors   3,022 1,784 1,745
Deferred tax liabilities   6,578 10,053 8,436
Provisions   1,469 2,089 1,436
    49,952 50,748 42,717
Net assets   380,290 368,605 373,814
 
Equity        
Share capital   9 6,600 6,571 6,587
Share premium   106,922 105,140 106,198
Other reserves 10 34,839 39,631 36,070
Retained earnings   231,929 217,263 224,959
Total shareholders’ equity   380,290 368,605 373,814

Condensed consolidated cash flow statement
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2013 2012 2012
 
Adjusted cash generated from operations 12 33,831 31,185 76,045
Deferred consideration treated as remuneration   (4,204) (6,214) (9,969)
Cash generated from operations   29,627 24,971 66,076
Interest paid   (1,091) (908) (2,204)
Interest received   48 95 158
Income taxes paid   (11,381) (9,910) (18,162)
Net cash from operating activities   17,203 14,248 45,868
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   (11,178) - (9,774)
Deferred consideration   - (165) (4,130)
Purchase of property, plant and equipment   (4,722) (4,661) (9,909)
Sale of property, plant and equipment   272 150 713
Dividends received   - - 298
Net cash used in investing activities   (15,628) (4,676) (22,802)
 
Cash flows from financing activities        
Proceeds from issue of share capital   211 190 240
Purchase of own shares   - (400) (400)
Proceeds from/(repayments of) bank borrowings   2,935 (9,050) (17,409)
Payment of finance lease liabilities   (353) (579) (1,350)
Dividends paid   (7,308) (6,325) (13,007)
Payment of pre-acquisition dividend   (87) - (399)
Net cash used in financing activities   (4,602) (16,164) (32,325)
 
Net (decrease)/increase in cash and cash equivalents   (3,027) (6,592) (9,259)
 
Cash and cash equivalents at beginning of period   14,804 24,458 24,458
 
Effect of exchange rate fluctuations   (12) (414) (395)
 
Cash and cash equivalents at end of period 12 11,765 17,452 14,804
 
 
Cash and cash equivalents comprise:        
Cash at bank   12,713 17,909 14,804
Bank overdraft   (948) (457) -
 
Cash and cash equivalents at end of period   11,765 17,452 14,804

Condensed consolidated statement of changes in equity

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
Changes in equity during 2013          
At 1 January 2013 6,587 106,198 224,959 36,070 373,814
Total comprehensive income for the period - - 14,240 (1,706) 12,534
Issue of new ordinary shares 13 724 (1,003) (281) (547)
Release of own shares - - - 756 756
Share based payment expense - - 1,041 - 1,041
Dividends - - (7,308) - (7,308)
 
At 30 June 2013 6,600 106,922 231,929 34,839 380,290
 
Changes in equity during 2012          
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325))
 
At 30 June 2012 (see note 1) 6,571 105,140 217,263 39,631 368,605

An analysis of other reserves is provided in Note 10.

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 2012 comprise the Company and its subsidiaries (together referred to as the “Group”).

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company’s auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor’s report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

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

In assessing the going concern basis, the directors considered the Group’s business activities, the financial position of the Group and the Group’s financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group’s interim financial statements.

Restatement

As reported in the Group’s Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group’s interpretation of IFRS 3 “Business Combinations” in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within “amortisation of acquired intangibles and transaction related costs” and a corresponding accrual has been recognised in the balance sheet under “deferred consideration”.

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

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 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group’s business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group’s management and internal structure. Inter-segment pricing is determined on an ‘arm’s length’ basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment (“BNE”) - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific (“AAP”).

Energy ? the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2013:

£000’s Fees Recharged Expenses Intersegment revenue External Revenue
 
Built and Natural Environment        
Europe 74,682 9,504 (265) 83,921
AAP 46,413 8,829 (272) 54,970
Intra BNE eliminations (52) - 52 -
Total BNE 121,043 18,333 (485) 138,891
Energy 121,738 20,834 (613) 141,959
Group eliminations (937) (161) 1,098 -
Total 241,844 39,006 - 280,850

£000’s Underlying profit Reorganisation costs Segment result
 
Built and Natural Environment      
Europe 9,550 (259) 9,291
APP 4,584 (759) 3,825
Total BNE 14,134 (1,018) 13,116
Energy 21,539 (126) 21,413
Total 35,673 (1,144) 34,529

Segment results for the period ended 30 June 2012:

£000’s Fees Recharged expenses Intersegment revenue External revenue
 
Built and Natural Environment:        
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

£000’s Underlying profit Reorganisation costs Segment result
 
Built and Natural Environment      
Europe 9,825 (307) 9,518
APP 6,286 (56) 6,230
Total BNE 16,111 (363) 15,748
Energy 19,119 (43) 19,076
Total 35,230 (406) 34,824

Segment results for the year ended 31 December 2012:

£000’s Fees Recharged expenses Intersegment revenue External revenue
 
Built and Natural Environment:        
Europe 157,200 21,433 (1,301) 177,332
AAP 98,300 19,827 (786) 117,341
Intra BNE eliminations (193) (41) 234 -
Total BNE 255,307 41,219 (1,853) 294,673
Energy 225,875 36,017 (702) 261,190
Group eliminations (2,347) (208) 2,555 -
Total 478,835 77,028 - 555,863

£000’s Underlying profit Reorganisation costs Segment result
 
Built and Natural Environment      
Europe 18,874 (754) 18,120
APP 12,974 (920) 12,054
Total BNE 31,848 (1,674) 30,174
Energy 39,709 (72) 39,637
Total 71,557 (1,746) 69,811

Group reconciliation

£000’s 30 June 2013 30 June 2012 31 Dec 2012
 
Revenue 280,850 276,143 555,863
Recharged expenses (39,006) (37,817) (77,028)
Fees 241,844 238,326 478,835
 
Underlying profit 35,673 35,230 71,557
Reorganisation costs (1,144) (406) (1,746)
Unallocated expenses (3,350) (3,843) (7,742)
Operating profit before amortisation of acquired intangibles and transaction related costs 31,179 30,981 62,069
Amortisation of acquired intangibles and transaction related costs (9,174) (10,161) (19,925)
Operating profit 22,005 20,820 42,144
Net finance costs (958) (964) (1,970)
Profit before tax 21,047 19,856 40,174

Total segment assets were as follows:
 
£000’s 30 June 2013 30 June 2012 31 December 2012
 
Build and Natural Environment      
Europe 229,401 233,338 226,861
AAP 116,032 121,357 124,908
Total BNE 345,433 354,695 351,769
Energy 197,004 182,898 179,163
Unallocated 2,948 3,830 2,325
Total 545,385 541,423 533,257

4. 4. Amortisation of acquired intangibles and transaction related costs

£000’s 30 June 2013 30 June 2012 31 December 2012
 
Amortisation of acquired intangibles 5,337 5,117 10,636
Contingent deferred consideration treated as remuneration 3,470 4,674 8,593
Negative goodwill - - (266)
Loss on disposal of business - 112 135
Third party advisory costs 367 258 827
Total 9,174 10,161 19,925

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2013. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

  30 June 2013 30 June 2012 31 December 2012
£000’s
Current tax expense 8,332 9,207 18,347
Deferred tax credit (1,525) (1,673) (4,084)
Total tax expense in the income statement 6,807 7,534 14,263
 
Add back:      
Tax on amortisation of acquired intangibles and acquisition related costs 2,033 1,234 3,569
Adjusted tax charge on PBTA for the period 8,840 8,768 17,832
Tax rate on PBT 32.3% 37.9% 35.5%
Tax rate on PBTA 29.3% 29.2% 29.7%

6. 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
£000’s 2013 2012 2012
 
Profit attributable to ordinary shareholders 14,240 12,322 25,911
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 217,953 216,835 216,980
Effect of employee share schemes 1,034 1,406 1,313
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,987 218,241 218,293
 
Basic earning per share (pence) 6.53 5.68 11.94
 
Diluted earnings per share (pence) 6.50 5.65 11.87

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above, and are shown in the table below:


£000’s Six months ended 30 June 2013 Six months ended 30 June 2012 Year ended 31 Dec 2012
 
 
Profit attributable to ordinary shareholders 14,240 12,322 25,911
Amortisation of acquired intangibles and transaction related costs 9,174 10,161 19,925
Tax on amortisation of acquired intangibles and transaction related costs (2,033) (1,234) (3,569)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,381 21,249 42,267
 
Adjusted basic earnings before per share (pence) 9.81 9.80 19.48
 
Adjusted diluted earnings per share (pence) 9.76 9.74 19.36

7. Property, plant and equipment

During the six months ended 30 June 2013, the Group acquired assets with a cost of £4,732,000 (six months to 30 June 2012: £4,628,000), which includes £89,000 acquired through business combinations (six months to 30 June 2012: £nil). Assets with a net book value of £86,000 were disposed of during the six months ended 30 June 2013 (six months ended 30 June 2012: £171,000).

8. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2013:

Entity Business Segment Date of Acquisition Place of incorporation Percentageof entity acquired Nature of business acquired
 
Petroleum Institute for Continuing Education Inc. (PEICE) Energy 16th Jan 2013 Canada 100% Training
           
Knowledge Reservoir Group (KR) Energy 19th Apr 2013 USA 100% Reservoir engineering

Their contributions to the Group’s results for the period is given below:

£000’s Revenue Fees Operating profit before amortisation Operating profit
EHI 2,084 2,084 460 77
Nautilus 2,995 2,950 280 (19)

Had the Group acquired these entities on the first day of the period, the Group estimates revenue would have been £285,470,000 and operating profit would have been £21,843,000.

The Group has allocated provisional fair values to the net assets acquired as follows:

£000’s Order book Customer relationships Brand IP PPE Cash Other assets Other liabilities Net assets acquired
PEICE 120 4,119 164 500 1 612 59 (1,949) 3,626
KR 745 6,314 719 425 88 1,956 5,123 (2,338) 13,032
  865 10,433 883 925 89 2,568 5,182 (4,287) 16,658

£000’s Initial cash consideration Deferred cash consideration Total consideration Net assets acquired Goodwill acquired Tax deductible goodwill
PEICE 3,637 3,574 7,211 3,626 3,585 -
KR 9,651 4,327 13,978 13,032 946 -
  13,288 7,901 21,189 16,658 4,531 -

Provisional values are given in the table above as information about facts or circumstances that existed at the acquisition date is incomplete.

Goodwill represents the value of the accumulated workforce and synergies with RPS associated with these acquisitions.

The total fair value of receivables acquired was £3,390,000. The gross contractual receivables acquired were £3,431,000 and £41,000 was estimated to be irrecoverable.

The vendors of the acquired companies have entered into indemnity arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £3,390,000. As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

Deferred consideration is payable on the first and second anniversaries of the acquisitions of PEICE and KR, dependent on key vendors remaining employed. If they leave, the deferred consideration will be paid on the tenth anniversary of completion including a market rate of interest.

The Group incurred acquisition-related costs of £314,000 (6 months to 30 June 2012: £nil), which have been expensed through the consolidated income statement and included within “amortisation of acquired intangibles and transaction related costs”.

A reconciliation of the goodwill movement in 2013 in respect of acquisitions completed in 2012 and 2013 is given below.

£000’s Manidis Roberts PEICE KR
Goodwill at 1 January 2013 11,943 - -
Additions through acquisition - 3,585 946
Foreign exchange gains and losses (658) (39) 8
Goodwill at 30 June 2013 11,285 3,546 954

There were no accumulated impairment losses at the beginning or the end of the period.

Commitments and contingencies

The Group completed a number of acquisitions between 1 January 2010 and 31 December 2011 where deferred consideration payments to vendors are contingent on the vendor’s continued employment with the Group and so are required to be recognised as employment costs over the deferred consideration period. The Group considers it probable that the remaining deferred consideration payments will be settled.

The total cash commitments at 30 June 2013 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000’s Cash commitment Remuneration charge
     
July – December 2013 3,653 2,585
2014 3,693 1,213
  7,346 3,798

The balance sheet at 30 June 2013 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £3,549,000 (31 December 2012: £4,157,000).

9. Share capital

  2013 Number 000’s 2013 £000’s 2012 Number 000’s 2012 £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 219,566 6,587 218,138 6,544
Issued under employee share schemes 424 13 911 27
At 30 June 219,990 6,600 219,049 6,571

10. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
Changes in equity during 2013      
At 1 January 2013 21,256 (9,059) 23,873 36,070
Exchange differences - - (1,706) (1,706)
Issue of new shares - (281) - (281)
Purchase of own shares - 756 - 756
At 30 June 2013 21,256 (8,584) 22,167 34,839
 
Changes in equity during 2012        
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631

11. Dividends

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

£000’s Six months ended 30 June 2013 Six months ended 30 June 2012 Year ended 31 Dec 2012
 
Final dividend for 2012 3.34p per share 7,308 - -
Interim dividend for 2012 3.06p per share - - 6,682
Final dividend for 2011 2.90p per share - 6,325 6,325
  7,308 6,325 13,007

An interim dividend in respect of the six months ended 30 June 2013 of 3.52 pence per share, amounting to a total dividend of £7,723,000 was approved by the Directors of RPS Group Plc on 30 July 2013. These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

  Six months ended 30 June Six months ended 30 June Year ended 31 Dec
£000’s 2013 2012 2012
 
Operating profit 22,005 20,820 42,144
Adjustments for:      
Depreciation 5,051 4,248 8,950
Amortisation of acquired intangibles 5,337 5,117 10,636
Contingent deferred consideration treated as remuneration 3,470 4,674 8,593
Share based payment expense 1,041 1,001 2,070
Loss on disposal of business - 112 135
Negative goodwill - - (266)
(Profit)/loss on sale of property, plant and equipment (186) 31 (119)
  36,718 36,003 72,143)
       
Decrease/(increase) in trade and other receivables 1,604 (1,634) 12,491
Decrease in trade and other payables
  (4,491) (3,184) (8,589)
Adjusted cash generated from operations 33,831 31.185 76.045

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

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 2013.

£000’s At 1 January 2013 Cash flow Foreign exchange At 30 June 2013
 
Cash and cash equivalents 14,804 (3,027) (12) 11,765
Bank loans (27,098) (2,935) (1,645) (31,678)
Finance lease creditor (1,207) 353 33 (821)
 
Net bank borrowings (13501) (5,609) (1,624) (20,734)

The cash balance includes £1,624,000 (31 December 2012: £3,566,000) that is restricted in its use.

13. Events after the balance sheet date

On 18th July 2013 RPS completed the acquisition of the entire issued share capital of Asia-Pacific ASA Pty Ltd, an oceanographic consultancy firm based in Australia for a maximum consideration of A$8.7 million (£5.2 million) all payable in cash.

Consideration paid at completion was A$4.4 million (£2.6 million). Subject to certain operational conditions being met, further sums of A$1.7 million (£1.1 million), A$1.7 million (£1.1 million) and A$0.9 million (£0.5 million), will be paid on the first, second and third anniversaries of the transaction. Due to the proximity of the acquisition date to the date of approval of this announcement, it is impracticable to provide further information.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group’s web-site at www.rpsgroup.com) and are summarised as follows:

Economic environment

Material adverse events

Recruitment and retention of key personnel

Market position and reputation

Compliance and litigation

Business acquisitions

Funding

Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities.

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.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2012 Report and Accounts.

16. 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 the year to date are based upon unaudited management accounts for the period January to June 2013. The Board considers market expectations for 2013 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £61.0 to £64.5 million. Nothing in this announcement should be construed as a profit forecast.

17. 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 2013, which comprises 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 1 to 17. 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.

This report is made solely to the company 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. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

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 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.

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 2013 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 Finance Conduct Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom
1 August 2013

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 220,108,332 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (118,635) from those announced on 28 June 2013 relate to the Company’s Performance Share Plan, Share Incentive Plan and Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 220,108,332.

The above figure (220,108,332) 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 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Acquisition of Asia-Pacific ASA Pty Ltd (ASPASA)

18 Jul

RPS announces the acquisition of APASA, an oceanographic consultancy firm, for a maximum consideration of $8.7 million (£5.2 million).

APASA has extensive exposure to port and coastal development activities, oil and gas exploration and production projects and also assists in the management of marine emergencies, particularly oil spills. It has offices in Queensland, close to the RPS office on the Gold Coast and in Perth, Western Australia, where RPS has its Australia Asia Pacific ("AAP") headquarters.

RPS has built a strong capability in the international oceanographic market with the acquisition of MetOcean (2007, Australia), EHI (2011, US) and ASA (2011, US). ASA had, prior to its acquisition by RPS, developed a range of sophisticated software, based on its advanced oceanographic research. OILMAPTM, for example, is a world leading modelling system that provides rapid predictions of the movement of marine spills.

Since 1998 APASA has had a licence to operate all the ASA software in the AAP region and to use the same brand name. Given the close relationship between ASA and APASA we have now decided to bring APASA into the Group. RPS has, therefore, acquired the entire share capital of APASA for a maximum total consideration of $8.7 million (£5.2 million), all payable in cash. Consideration paid at completion was $4.4 million (£2.6 million). Subject to certain operational conditions being met, further sums of $1.7 million (£1.1 million), $1.7 million (£1.1 million) and $0.9 million (£0.5 million), will be paid on the first, second and third anniversaries of the transaction.

In the year ended 30 June 2012, APASA had revenues of $5.9 million (£3.6 million) and profit before tax of $2.1 million (£1.3 million), after adjustment for non-recurring items. Net assets at 30 June 2012 were $1.4 million (£0.8 million). Gross assets at 30 June 2012 were $3.9 million (£2.3 million). Draft results for the year ended 30 June 2013 show revenue of $8.7 million (£5.2 million) and adjusted profit before tax of $3.0 million (£1.8 million).

All four vendors of APASA are remaining with RPS. APASA will be managed (along with our existing AAP oceanography business) by our Built and Natural Environment AAP board. Its results, therefore, will be reported as part of that segment. However, it will operate closely with our international oceanography activities and our Energy business in AAP and elsewhere.

Alan Hearne, Chief Executive of RPS, commented:

"Since the acquisition of ASA in October 2011 we have been looking for the appropriate time to bring APASA into the Group. As well as providing further support to our activities in AAP it will strengthen significantly our international presence in the oceanography market. We anticipate that its recent excellent financial performance will continue and that the costs needed to integrate it will be small."

"The Board of RPS currently anticipates that the Group is likely to complete further transactions during the course of the next few months."

18 July 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group 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, the Americas and Australia/Asia Pacific 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.

SIP Announcement

04 Jul


On 02 July 2013 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 04 July 2013 £2.144 per share

Allotment of Matching Shares 04 July 2013 £2.144 per share

Total number of Partnership, Matching and Dividend shares held on 04 July 2013

Gary
Young
58 58 14,026
Philip
Williams
58 58 8,212
Alan
Hearne
58 58 10,675

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.

Block Listing Six Monthly Return

01 Jul


Name of applicant: RPS Group Plc
Name of scheme: Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 January 2013 To: 30 June 2013
Balance of unallotted securities under scheme(s) from previous return: 2,517,636
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): 423,428
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 2,094,208
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

Voting Rights and Capital

01 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 219,989,697 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. There has been no increase in RPS Group Plc’s capital since than announced on 31 May 2013.

Therefore, the total number of voting rights in RPS Group plc is 219,989,697.

The above figure (219,989,697) 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 June 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

TR-1: Notification of Major Interest in Shares

27 Jun

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

RPS GROUP PLC

2. Reason for the notification (please state Yes/No):

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: N/A

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: N/A

An event changing the breakdown of voting rights: N/A

Other (please specify):N/A

3. Full name of person(s) subject to the notification obligation:

Aberforth Partners LLP

4. Full name of shareholder(s) (if different from 3.):


Shareholder

Shares

1. Aberforth Smaller Companies Trust plc

7,701,759

2. Aberforth UK Small Companies Fund

680,529

3. Aberforth Greared Income Trust plc

2,130,400

All shares are registered in the name of Norubat Nominees Ltd A/c Aberforth


5. Date of the transaction and date on which the threshold is crossed or reached:

25/06/2013

6. Date on which issuer notified:

25/06/2013

7. Threshold(s) that is/are crossed or reached:

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
Number of shares Number of voting rights
Ord shs GB0007594764 11,048,106 10,048,106

 

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
Ord shs GB0007594764 10,512,687 - 10,612,687 - 4.78%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right
         

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
          Nominal Delta
   

Total (A+B+C)


Number of voting rights

10,512,687

Percentage of voting rights

4.78%


9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Held by Aberforth Partners LLP


Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

 

14. Contact name:

Pauline Robson, Aberforth Partners LLP

15. Contact telephone number:

0131 220 0733


For notes on how to complete form TR-1 please see the FSA website.

Note: Annex should only be submitted to the FSA not the issuer

Annex: Notification of major interests in shares

A: Identity of the persons or legal entity subject to the notification obligation

Full name
(including legal form of legal entities)
RPS Group plc
Contact address
(registered office for legal entities)
RPS Group Plc., 20 Western Avenue,
Milton Park, Abingdon
Oxfordshire, OX14 4SH
Phone number & email rpsab@rpsgroup.com
send FAO Co Sec Nick Rowe
Tel 01235 438000
Other useful information
(at least legal representative for legal persons)
 

B: Identity of the notifier, if applicable

Full name Mike Bassi, F&C Asset Management plc
Contact address 80 George Street, Edinburgh EH2 3BU
Phone number & email Michael.bassi@fandc.com
0131 718 1093
Other useful information
(e.g. functional relationship with the person or legal entity subject to the notification obligation)
 

C: Additional information

SIP Announcement

19 Jun


On 18 June 2013 as a result of the purchase 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 Dividend Shares on 18 June 2013
2.105 per share

Total number of Partnership, Matching and Dividend shares held on 18 June 2013

Gary
Young
214 13,910
Philip
Williams
123 8,096
Alan
Hearne
162 10,559

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.

SIP Announcement

10 Jun


On 05 June 2013 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 05 June 2013 £2.175 per share

Allotment of Matching Shares 05 June 2013 £2.175 per share

Total number of Partnership, Matching and Dividend shares held on 05 June 2013

Gary
Young
58 58 13,696
Philip
Williams
58 58 7,973
Alan
Hearne
58 58 10,397

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

31 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 219,989,697 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (24,646) from those announced on 30 April 2013 relate to the Company’s Share Incentive Plan, the Executive Share Option scheme and the Performance Share Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,989,697.

The above figure (219,989,697) 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 May 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

AGM Results

03 May


RPS Group plc held its Annual General Meeting for shareholders at 12 noon on Friday 3 May 2013 and announces that all resolutions were duly passed. Details of the proxy votes cast for each resolution will shortly be available on the Company’s website www.rpsgroup.com.

Copies of the resolutions passed at the meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

For further information, please contact:

Nicholas Rowe
Company Secretary
Tel: 01235 438016

Interim Management Statement

02 May


Interim Management Statement (May 2013)

Our markets in the first part of 2013 were broadly as expected, although in the Australia Asia Pacific region the slowdown in investment in resources projects, which seemed to have stabilised in the early weeks of the year, has reappeared. Our Energy business is, however, on track to deliver another year of growth. The Board still anticipates the Group will produce results at the half year broadly similar to 2012 and achieve growth in the second half. RPS remains financially strong.

ENERGY

Planned expenditure in the oil and gas exploration and production sector for 2013 is encouraging, in respect of both conventional and unconventional resources. Our international presence and reputation has enabled us to benefit from this investment in many parts of the world in the early part of the year. Spend in the Australia Asia Pacific region has recently slowed as some clients deal with increasing cost pressures. However, our two largest regional businesses, the US and EAME, continued to perform well and activity levels in respect of transaction support, valuations and oceanographic services have been encouraging.

The integration of the PEICE acquisition in Calgary, completed in January, is progressing well and we expect our training activities to make a good contribution in the remainder of the year. This should help offset a slow down in Canada as our clients’ potash projects move into a phase of the development cycle in which we have less involvement.

The acquisition of Knowledge Reservoir (“KR”) in Houston for a maximum consideration of US$20 million (£12.8 million) was announced on 19 April. KR will further strengthen our business in the US. After reorganisation of its non-US entities and integration of its US business it is expected to make a limited contribution this year and a full contribution in 2014.

BUILT AND NATURAL ENVIRONMENT (“BNE”)

Our BNE business in Europe (“BNEE”) performed well, even though economic uncertainty continued to hold back project investment in the first months of the year. Some of our commercial development clients seemed significantly more confident. Our strong position in the energy infrastructure market enabled us to win work at rates which reflect our market leading position. The investment we made in relocating and expanding our laboratories in the Netherlands in 2012 is proving worthwhile. We still expect BNEE to deliver a 2013 result broadly the same as in 2012, although the result in the first half of last year, underpinned by an excellent performance from our water business in the UK, is unlikely to be matched.

In BNE Australia Asia Pacific (“BNEA”) we also remain well positioned in the energy infrastructure market. This enabled the scale of this business to double in recent years, despite the global financial crisis. As previously reported, in the second half of last year a significant number of natural resources projects were delayed, whilst our clients reviewed costs and efficiencies. Further delays in significant projects have been announced in recent weeks and so we are taking additional steps to reduce capacity and costs. The BNEA results in the first half of the year will, therefore, be below the same period last year. In these rapidly changing circumstances, the prospects for the second half remain uncertain, but have been improved by our recent cost reductions. Once the recovery in resource project investment gets underway it will offer an opportunity for us to create a further period of significant growth.

CASH FLOW, FUNDING AND DIVIDEND

Our cash conversion in the first part of 2013 was once again very good. Net bank debt at the end of March was £9.1 million, compared with £15.2 million at the same time last year and £13.5 million at the end of 2012. Our interest costs, as expected, have been modest. The Group has adequate facilities to continue its acquisition strategy and is currently examining a range of attractive opportunities. Over 19 consecutive years, from 1993 to 2012, we increased our dividend in the order of 15% each year. It is the Board’s intention to maintain this rate of growth.

2 May 2013

 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, the United States, Canada, Brazil, the Middle East and Australia/Asia Pacific 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. 

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

 

SIP Announcement

02 May


On 01 May 2013 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 01 May 2013 £2.516 per share

Allotment of Matching Shares 01 May 2013 £2.516 per share

Total number of Partnership, Matching and Dividend shares held on 01 May 2013

Gary
Young
49 49 13,580
Philip
Williams
49 49 7,857
Alan
Hearne
49 49 10,281

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 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 219,965,051 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (83,140) from those announced on 28 March 2013 relate to the Company’s Share Incentive Plan, the Executive Share Option scheme and the Performance Share Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,965,051.

The above figure (219,965,051) 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 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Acquisition of Knowledge Reservoir Group Inc

22 Apr

RPS announces the acquisition of Knowledge Reservoir Group Inc. (“KR”) a reservoir engineering and geosciences consulting firm, for a maximum consideration of US$20.0 million (£12.8 million).

Founded in 1999, the KR business operates primarily in the US, but also undertakes projects in many other parts of the world. It is headquartered in Houston, Texas and has offices in London, Oman and Kuala Lumpur to service its international projects. KR provides reservoir engineering and geoscience consulting services, information databases and project management services to the oil and gas industry. It operates on behalf of industry majors, national oil companies and a wide range of other participants in the sector. KR has 47 full time staff and, like RPS, also utilises specialist associates to execute projects.

In the year ended 31 December 2012 KR had revenues of US$25.7 million (£16.5 million) and profit before tax of US$3.0 million (£1.9 million), after adjustment for non-recurring items. Net assets at 31 December 2012 were US$14.0 million (£9.0 million). Gross assets at 31 December 2012 were US$26.0 million (£16.7 million). Included in the assets is $17.4 million (£11.1 million) of goodwill and other intangibles related to the company’s management buy out in 2009. Net debt at 31 December 2012 was US$5.9m (£3.8million).

RPS has acquired the entire share capital of KR for a maximum total consideration of US$20.0 million (£12.8 million), all payable in cash. Consideration paid at completion was US$13.0 million (£8.3 million), including the settlement of debt of $7.7 million (£4.9 million). Subject to certain operational conditions being met, two further sums of US$4 million (£2.6 million) and US$3 million (£1.9 million), will be paid on the first and second anniversaries of the transaction.

12 of the 13 vendors of the business are remaining with RPS. KR’s activities will be merged with the international activities of RPS Energy. The cost of this integration will be incurred in 2013, reducing this year’s contribution to Group profit. The process will be largely completed by the end of the year and so the RPS Board expects KR will make a full contribution in 2014.

Alan Hearne, Chief Executive of RPS, commented:

"We are delighted to have been able to strengthen further our reservoir engineering and geoscience capabilities, particularly in the US, with the addition of a high quality business such as KR. The technical and geographical fit between KR and our existing businesses in this specialist area is excellent and we see increasing demand across our oil and gas businesses worldwide for this type of expertise."

19 April 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group 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, Canada, USA and Australia/Asia Pacific 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.

SIP Announcement

05 Apr


On 03 April 2013 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 03 April 2013 £2.68 per share

Allotment of Matching Shares 03 April 2013 £2.68 per share

Total number of Partnership, Matching and Dividend shares held on 03 April 2013

Gary
Young
46 46 13,482
Philip
Williams
46 46 7,759
Alan
Hearne
46 46 10,183

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

28 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 219,881,911 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (119,103) from those announced on 28 February 2013 relate to the Company’s Share Incentive Plan, the Executive Share Option scheme and the Performance Share Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,881,911.

The above figure (219,881,911) 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 March 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

06 Mar


On 04 March 2013 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 04 March 2013 £2.45 per share

Allotment of Matching Shares 04 March 2013 £2.45 per share

Total number of Partnership, Matching and Dividend shares held on 04 March 2013

Gary
Young
51 51 13,390
Philip
Williams
51 51 7,667
Alan
Hearne
51 51 10,091

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.

Results for the Year Ended 31 December 2012

28 Feb


Summary of Results

  2012 2011
Business Performance
Revenue (£m) 555.9 528.7
Fee income (£m) 478.8 452.7
PBTA(1) (£m) 60.1 50.8
Adjusted earnings per share(2) (basic) (p) 19.48 16.68
Operating cash flow (£m) 76.0 71.1
Total dividend per share (p) 6.40 5.56
 
Statutory reporting
Profit before tax (£m) 40.2 40.5
Earnings per share (basic) (p) 11.94 13.49

Operating Highlights

Diversity of activity and geography enabled the Group to produce results at the top end of market expectations;

all 3 reported segments increased profit contribution and margin;

balance sheet remains strong with year end net bank borrowings at £13.5m (2011: £23.5m) having invested £24.2m in acquisitions during 2012;

bank facilities of £125m available until July 2016;

proposed full year dividend increased by 15%; 19th consecutive annual increase of this scale.

Notes:

(1)Profit before tax, amortisation of acquired intangibles and transaction related costs.

(2)Based on earnings before amortisation of acquired intangibles and transaction related costs.

(3)Before deferred consideration treated as remuneration.

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

“The Group delivered a record performance in 2012 and remains in a strong position operationally and financially. Our strategy has proved successful over an extended period. 2012 marked the 25th anniversary of RPS’s introduction to the public markets. Over this period we have delivered strong growth. The Board is confident that, as economic conditions improve, the Group’s strategy will enable us to produce another period of sustained growth”.

28 Febuary 2013

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 exploration and production of oil and gas and other natural resources, and the development and management of the built and natural environment. We have offices in the UK, Ireland, the Netherlands, the United States, Canada, Brazil, the Middle East and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

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. The Board considers market expectations for 2013 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £62.9 to £66.2 million. Nothing in this announcement should be construed as a profit forecast.

Results

PBTA was at the top end of market expectations at £60.1 million (2011: £50.8 million). Adjusted basic earnings per share were 19.48 pence (2011: 16.68 pence). The contribution of each segment grew significantly:

(£m) 2012 2011  
 
Energy 39.7 32.1 +24%
Built and Natural Environment 31.8 29.0 +10%
     
 
Total 71.6 61.1 +17%

*as defined in note 2.

Our Energy activities are largely conducted on a worldwide basis. In combination with our Built and Natural Environment business in Australia Asia Pacific, we now have over 70% of our underlying profit generated outside Europe. During 2012 this generally exposed us to higher growth economies and good opportunities. A significant proportion of our Built and Natural Environment activity relates to projects providing the infrastructure necessary to process and deliver energy and power resources. Consequently, we estimate that approximately 70% of our underlying profit is now earned in the global Energy and associated infrastructure markets.

Cash Flow, Funding and Dividend

The Group continued its excellent conversion of profit into cash. Adjusted operating cash flow was £76.0 million (2011: £71.1 million). Our balance sheet remains strong, with no defined benefit pension schemes or historic pension liabilities. We have bank facilities of £125 million available until July 2016. These comprise a £75 million committed facility, with an additional £50 million available as required. The cost of these facilities remains at a low level. Net bank borrowings at the year end were £13.5 million (2011: £23.5 million), after investing £24.2 million in acquisitions (2011: £27.2 million). We remain well positioned to continue to fund the Group’s growth strategy.

The Board continues to be confident about the Group’s financial strength and is recommending a final dividend of 3.34 pence per share payable on 24 May 2013 to shareholders on the register on 12 April 2013. If approved the total dividend for the full year would be 6.40 pence per share, an increase of 15% (2011: 5.56 pence per share). Our dividend has risen at about this rate for 19 consecutive years. It increased 75% over the 4 years of the global financial crisis, whilst our net debt has reduced substantially, to an 8 year low, after investing £120.6 million in acquisitions in the same period.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the energy sector from bases in the UK, USA, Canada, Australia and Asia. These act as regional centres for projects undertaken in many other countries. The 2012 results show the significant growth anticipated, with a strong margin:

  2012 2011
Fee income (£m) 225.9 186.1
Underlying profit* (£m) 39.7 32.1
Margin (%) 17.6 17.2

*as defined in note 2.

As anticipated, this business continued to make good progress in the final months of the year. Our clients’ investment in conventional oil and gas exploration and production was generally strong throughout the year. Our activity in the unconventionals market remained buoyant internationally, with a shift from shale gas to liquids in the USA. We experienced an encouraging uplift in activity in most parts of the world and continued to see a particularly strong performance in the US. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year’s political disturbances, our activity in North Africa was subdued throughout 2012, although opportunities elsewhere in Africa and parts of the Middle East continued to improve.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market in respect of transactions and asset valuations continued to grow. The acquisition of PEICE, announced on 16 January 2013, accelerates the development of our training business, particularly in Canada.

Good margins have been maintained. With global E&P capital expenditure forecast to grow in 2013, it seems likely that the positive trends in this business will continue.

Built and Natural Environment (BNE)

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the year improved, as did the margin:

  2012 2011
Fee income (£m) 255.3 269.1
Underlying profit* (£m) 31.8 29.0
Margin (%) 12.5 10.8

*as defined in note 2

BNE: Europe

Our BNE business in Europe increased its contribution compared with the same period last year, despite markets remaining uncertain. In this business we provide support to our clients’ operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although a number of significant projects for UK water clients came to an end around the middle of the year. Both our Irish and Dutch businesses also performed well despite being exposed directly to the economic uncertainty of the eurozone. We concluded the sale of our Irish facilities management business in March. This accounts for most of the year on year reduction in fee income.

Many of our traditional commercial development clients became more cautious about investing in new capital projects during the second half. We have, therefore, been even more selective about the market sectors in which we invest and have, in particular, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations and waste to energy plants. Investment potential is greater in this market; recent UK Government statements about energy production from gas were encouraging.

It currently seems that market conditions are unlikely to improve in 2013, so we continue to focus upon efficiency improvements to maintain our performance.

  2012 2011
Fee income (£m) 157.2 178.2
Underlying profit* (£m) 18.9 18.0
Margin (%) 12.0 10.1

*as defined in note 2

BNE: Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in 2011. In the first part of the year we continued to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, in Queensland and the conventional gas projects offshore Western Australia. These provide the opportunity for us to deliver a wide range of services to clients.

There was, however, a change in client sentiment in the second half of the year in these markets. This resulted from a combination of lower levels of Asian demand for certain natural resources, heightened concerns over escalating project costs and a trimming of growth in the Australian economy. We are taking steps to improve the efficiency of this business, enabling us to remain well positioned in sectors which may increase activity again during 2013 and which have excellent medium and long term prospects.

Outside the natural resources sector the Australian economy remained under pressure, as global economic concerns reduced consumer and business confidence. As a result, conditions in the commercial development market remained subdued. The acquisition of Manidis Roberts, completed in July, significantly strengthens our business in New South Wales, as well as increasing our penetration into parts of Australian public sector infrastructure market, including water, transport and power supply. The integration of this business is progressing well, although the run up to the recently called national election in September is likely to cause uncertainty in its markets.

Subject to global economic progress continuing, conditions in some of our markets should improve during the course of 2013, enabling us to benefit from our strong profile.

  2012 2011
Fee income (£m) 98.3 31.0
Underlying profit* (£m) 13.0 11.0
Margin (%) 13.2 12.1

Group Strategy and Prospects

RPS remains well positioned in markets of long term importance to the global economy. Our focus on Energy and energy infrastructure markets provides the Group with an excellent underpin to its prospects. We continue to believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate is attractive and achievable. We will, therefore, continue to develop our business organically, whilst seeking further acquisition opportunities. Our balance sheet is strong and supports this strategy.

We have come through the exceptionally challenging circumstances of the last four years in a strong position. We were able to deliver good growth in 2012, which takes us above our previous high, achieved in 2008. Although the outlook in some of our markets is still uncertain, we remain on track to produce further growth in 2013, anticipating this is likely to be more marked in the second half.

Board of Directors
RPS Group plc
28 February 2013

Consolidated income statement
  Notes year ended
31
December
year ended
31
December
£000’s   2012 2011
 
Revenue 2 555,863 528,710
Recharged expenses 2 (77,028) (75,981)
Fee income 2 478,835 452,729
 
Operating profit before amortisation of acquired intangibles and
transaction related costs
2,3 62,069 53,045
Amortisation of acquired intangibles and transaction related costs 3 (19,925) (10,361)
Operating profit   42,144 42,684
 
Finance costs 4 (2,128) (2,541)
Finance income 4 158 308
 
Profit before tax, amortisation of acquired intangibles and
transaction related costs
  60,099 50,812
 
Profit before tax   40,174 40,451
 
Tax expense 5 (14,263) (11,340)
Profit for the year attributable to equity
holders of the parent
  25,911 29,111
 
 
Basic earnings per share (pence) 6 11.94 13.49
 
Diluted earnings per share (pence) 6 11.87 13.40
 
Adjusted basic earnings per share (pence) 6 19.48 16.68
 
Adjusted diluted earnings per share (pence) 6 19.36 16.56

 

Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
£000’s 2012 2011
 
Profit for the year 25,911 29,111
Exchange differences (5,545) (811)
Total recognised comprehensive income for the year attributable to
equity holders of the parent
28,300 38,799

 

Consolidated balance sheet
    as at
31 December
as at
31 December
£000’s Notes 2012 2011
Assets
Non-current assets:
Intangible assets   328,440 329,112
Property, plant and equipment   30,632 30,070
Investments   - 41
    359,072 359,223
Current assets:
Trade and other receivables   159,381 171,751
Cash at bank   14,804 25,989
  174,185 197,740
Liabilities
Current liabilities:  
Borrowings   748 2,959
Deferred consideration 10 7,842 10,327
Trade and other payables   101,921 109,496
Corporation tax liabilities   3,582 3,331
Provisions   2,633 3,903
  116,726 130,016
Net current assets   57,459 67,724
Non-current liabilities:  
Borrowings   27,557 46,554
Deferred consideration 10 3,543 -
Other payables   1,745 1,665
Deferred tax liability   8,436 11,594
Provisions   1,436 2,684
    42,717 62,497
    373,814 364,450
 
Equity
Share capital   6,587 6,544
Share premium   106,198 103,717
Other reserves 7 36,070 431299
Retained earnings   224,959 210,890
Total shareholders’ equity   373,814 364,450

 

Consolidated cash flow statement
    year ended 31
December
year ended 31
December
£000’s Notes 2012 2011
 
Adjusted cash generated from operations 8 76,045 71,053
Deferred consideration treated as remuneration   (9,969) (3,743)
Cash generated from operations   66,076 67,310
Interest paid   (2,204) (2,373)
Interest received   158 308
Income taxes paid   (18,162) (12,781)
Net cash from operating activities   45,868 52,464
 
Cash flows from investing activities:
Purchases of subsidiaries net of cash acquired   (9,774) (17,090)
Deferred consideration   (4,130) (5,084)
Purchase of property, plant and equipment   (9,909) (9,024)
Proceeds from sale of property, plan and equipment   362 3,193
Proceeds from disposal of business   298 -
Dividends received   - 256
Net cash used in investing activities   (22,802) (90,580)
 
Cash flows from financing activities:  
Proceeds from issue of share capital   240 179
Purchase of own shares   (400) (356
(Repayments of)/proceeds from bank borrowings   (17,409) 2,222
Payment of finance lease liabilities   (1,350) (1,410)
Dividends paid   (13,007) (11,233)
Payment of pre-acquisition dividend   (399) (402)
Net cash used in financing activities   (32,325) (11,000)
 
Net increase in cash and cash equivalents   (9,259) 10,883
 
Cash and cash equivalents at beginning of year   24,458 13,933
Effect of exchange rate fluctuations   (395) (359)
 
Cash and cash equivalents at end of year   14,804 24,458
 
 
Cash and cash equivalents comprise:
Cash at bank   14,804 25,989
Bank overdraft   - (1,531)
 
Cash and cash equivalents at end of year 8 14,804 24,458

*See Note 1

Consolidated statement of changes in equity
 
£000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
 
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income - - 29,111 (811) 28,300
Issue of new ordinary shares 28 1,776 (509) (1,115) 180
Purchase of own shares - - - (356) (356
Share based payment expense - - 2,431 - 2,431
Tax recognised directly in equity - - 135 - 135
Dividends paid - - (11,233) - (11,233)
At 31 December 2011 6,544 103,717 210,890 43,299 364,450
 
Total comprehensive income - - 25,911 (5,545 20,366
Issue of new ordinary shares 43 2,481 (1,000) (1,284) 240
Purchase of own shares - - - (400) (400)
Share based payment expense - - 2,070 - 2,070
Tax recognised directly in equity - - 95 - 95
Dividends paid - - (13,007) - (13,007)
At 31 December 2012 6,587 106,198 224,959 36,070 373,814

An analysis of other reserves is provided in note 7.

Notes to the results

1. Basis of preparation

The financial information attached has been extracted from the audited financial statements for the year ended 31st December 2012 and has been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

The accounting policies used are the same as set out in detail in the Report and Accounts 2011 and have been applied consistently to all periods presented in these financial statements.

Restatement
As reported in the Interim Results for the six months ended 30th June 2012 the consolidated cash flow statement for the year ended 31 December 2011 has been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities.

2. Business segments

The business segments of the Group are as follows:

Built and Natural Environment (“BNE”) - consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific (“AAP”).

Energy -the provision of integrated technical, commercial and project management support and training in the fields of geoscience, engineering and health, safety and environment, on a global basis, to the energy sector.

Central Costs -certain central costs are not allocated to the segments because either they predominantly relate to the running of the Group Head Office function or could only be allocated to the segments on an arbitrary basis. Such costs include the remuneration and support costs of the main board and the costs of the Group Finance and Marketing functions. These costs are included in the category “unallocated expenses”.

“Segment profit” is defined as profit before interest, tax, amortisation of acquired intangibles and transaction related costs. “Underlying profit” is defined as segment profit before reorganisation costs. In 2011, the Group reported segment profit after amortisation of acquired intangibles and transaction related costs. In 2012 it has chosen not to do so as this measure is not reported to the Group’s chief operating decision maker.

Segment results for the year ended 31 December 2012

£’000 Fees Recharged
expenses
Inter-segment
revenue
External
revenue
Built and Natural Environment
Europe 157,200 21,433 (1,301) 177,332
AAP 98,300 19,827 (786) 117,341
Intra BNE eliminations (193) (41) 234 -
Total BNE 255,307 41,219 (1,853) 294,673
Energy 225,875 36,017 (702) 261,190
Group eliminations (2,347) (208) 2,555 -
Total 478,835 77,028 - 555,863

 

£’000 Underlying
profit
Reorganisation
costs
Segment Profit
Built and Natural Environment
Europe 18,874 (754) 18,120
AAP 12,974 (920) 12,054
Total BNE 31,848 (1,674) 30,174
Energy 39,709 (72) 39,637
Total 71,557 (1,746) 69,811

Segment results for the year ended 31 December 2011

£’000 Fees Recharged
expenses
Inter-segment
revenue
External
revenue
Built and Natural Environment
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£’000 Underlying
profit
Reorganisation
costs
Segment Profit
Built and Natural Environment
Europe 18,002 (1,572) 16,430
AAP 11,017 (103) 10,914
Total BNE 29,019 (1,675) 27,344
Energy 32,099 (77) 32,022
Total 61,118 (1,752) 59,366

 

Group reconciliation
£’000
2012 2011
Revenue 555,863 528,710
Recharged expenses (77,028) (75,981)
Fees 478.835 452,729
 
Underlying profit 71,557 61,118
Reorganisation costs (1,746) (1,752)
Segment profit 69,811 59,366
Unallocated expenses (6,321) (6,321)
Operating profit before amortisation of acquired intangibles and
transaction related costs
62,069 53,045
Amortisation of acquired intangibles and transaction related costs
(note 1)
(19,925) (10,361)
Operating profit 42,144 42,684
Finance costs (1,970) (2,233)
Profit before tax 40,174 40,451

The table below shows revenue and fees to external customers based upon the country from which the billing took place:

  Revenue   Fees
£’000 2012 2011   2012 2011
UK 238,481 234,344   204,436 198,884
Australia 144,753 129,501   123,782 110,561
USA 71,506 46,573   63,736 41,993
Canada 32,769 38,285   28,658 32,454
Ireland 30,917 44,365   24,607 37,050
Netherlands 28,159 28,092   24,483 24,393
Other 9,278 7,550   9,133 7,394
Total 555,863 528,710   478,835 452,729

3. Amortisation of acquired intangibles and transaction related costs

£000’s year ended
31 Dec
2012
year ended
31 Dec
2011
 
Amortisation of acquired intangibles 10,636 10,839
Contingent deferred consideration treated as remuneration 8,593 9,256
Negative goodwill (266) (9,067)
Transaction costs 827 823
Loss of disposal of business 135 -
Revaluation of investment in associate - (1,490)
Total 19,925 10,361

4. Net financing costs

£000’s year ended
31 Dec
2012
year ended
31 Dec
2011
Finance costs:
Interest on loans, overdraft and finance leases (1,583) (1,710)
Interest imputed on deferred consideration (28) (190)
Interest payable on deferred consideration (517) (641)
  (2,128) (2,541)
Fee income:
Deposit interest receivable 158 308
 
 
Net financing costs (1,970 (2,233)

5. Income taxes

Analysis of the tax expense/credit in the income statement for the year:

£000’s year ended
31 Dec
2012
year ended
31 Dec
2011
Current tax
UK corporation tax 4,596 4,899
Foreign tax 13,133 9,019
Adjustments in respect of prior years 618 (715)
  18,347 13,203
Deferred tax:
Origination and reversal of timing differences (2,932) (1,863)
Effect of change in tax rate (21) (176)
Adjustments in respect of prior years (1,131) 179
  (4,084) (1,863)
 
Tax expense for the year 14,263 11,340
Tax credit in equity for the year (95) (135)

The UK rate of corporate tax was reduced from 26% to 24% from 1st April 2012. The UK tax expense for the Group’s UK companies is 24.5% (2011: 26.5%) representing the weighted average annual corporate tax rate for the full financial year. The actual tax expense for 2012 is different from 24.5% (2011: 26.5%) of profit before tax for the reasons set out in the table below:

 
£000’s 2012 2011
Profit before tax 40,174 40,451
Tax at the UK effective rate of 24.5% (2011: 26.5%) 9,843 10,720
Effect of overseas tax rates 2,339 1,123
Acquisition consideration treated as 2,105 2,453
remuneration not deductible for tax purposes    
Expenses not deductible for tax purposes 632 627
Negative goodwill not taxable (65) (2,403)
Effect of change in tax rates (78) (249
Revaluation of investment in associate not taxable - (395)
Effect of change in Australian tax law - (238)
Adjustments in respect of prior years (513) (298)
Total tax expense for the year 14,263 11,340

The effective tax rate for the year on profit before tax is 35.5% (2011: 28.0%). The effective tax rate for the year on profit before tax, amortisation of acquired intangibles and transaction related costs is 29.7% (2011: 28.7%) as shown in the table below:

 
£000’s 2012 2011
Total tax expense in Income Statement 14,263 11,340
Add back:    
Tax on amortisation of acquired intangibles and transaction related costs 3,569 3,256
Adjusted tax charge on the profit for the year 17,832 14,596
PBTA 60,099 50,812
Adjusted effective tax rate 29.7% 28.7%

6. 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 table below:

  year ended
31
Dec
year ended
31
Dec
£000’s / 000’s 2012 2011
 
Profit attributable to ordinary shareholders 25,911 29,111
 
Weighted average number of ordinary shares for the
purposes of basic earnings per share
216,980 215,727
Effect of employee shares schemes 1,313 1,547
Diluted weighted average number of ordinary shares 218,293 217,274
 
Basic earnings per share (pence) 11.94 13.49
Diluted earnings per share (pence) 11.87 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, in respect of 2011, the impact of the change in Australian tax law provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above and are shown in the table below:

£000’s year ended
31 Dec
2012
year ended
31 Dec
2011
 
Profit attributable to ordinary shareholders 25,911 29,111
Amortisation of acquired intangibles and transaction
related costs (note 3)
19,925 10,361
Tax on amortisation of acquired intangibles and
transaction related costs
(3,569) (3,256)
Change in Australia tax law - (238)
Adjusted profit attributable to ordinary shareholders 42,267 35,978
 
Adjusted basic earnings per share (pence) 19.48 16.68
Adjusted diluted earnings per share (pence) 19.36 16.56

7. Other reserves

£000’s Merger
reserve
Employee
trust
Translation
reserve
Total
 
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - (811) (811)
Issue of new shares - (1,115) - (1,115)
Purchase of own shares - (356) - (356)
At 31 December 2011 21,256 (7,375) 29,418 43,299
Exchange differences - - (5,545) (5,545)
Issue of new shares - (1,284) - (400)
Purchase of own shares - (400) - (400)
At December 2012 21,256 (9,059) 23,873 36,070

8. Notes to the consolidated cash flow statement

  year ended
31 Dec
year ended
31 Dec
£000’s 2012 2011
 
Operating profit 42,144 42,684
Adjustments for:
Depreciation 8,950 8,032
Amortisation of acquired intangibles 10,636 10,839
Contingent consideration treated as remuneration 8,593 9,256
Share based payment expense 2,070 2,431
Negative goodwill (266) (9,067)
(Profit)/loss on sale of property, plan and equipment (119) 27
Loss on disposal of business 135 -
Share of profit of associates - (24
  72,143 62,688
Decrease/(increase) in trade and other receivables 12,491 (3,924)
(Decrease)/increase in trade and other receivables (8,589( 12,289
Adjusted cash generated from operations 76,045 71,053

Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2012:

£000’s At 31 Dec
2011
Cash flow Acquisitions Foreign
exchange
At 31 Dec
2012
 
Cash and cash equivalents 24,458 (9,259) - (395) 14,804
Bank loans (45,705) 17,409 - 1,198 (27,098)
Finance lease creditor (2,276) 1,350 (334) 53 (1,207)
 
Net borrowings (23,523) 9,500 (334) 856 (13,501)

The cash balance at 31 December 2012 includes £3,566,000 (2011: £3,304,000) that is restricted in its use.

9. Acquisitions

On 18 July 2012, RPS acquired 100% of the issued share capital of Manidis Roberts Pty Ltd (MR), an Australian environmental and project management consultancy.

The Group has allocated provisional fair values to the net assets of MR. Details of the carrying values of the acquired net assets, the provisional fair values assigned to them by the Group and the fair value of consideration are as follows:

£000’s Mandis Roberts
Intangible assets:
Order book 839
Customer relationships 2,993
Property, plant and equipment 862
Cash 2,155
Other assets 3,544
Other liabilities (3,377)
Net assets acquired 7,016
   
Initial cash consideration 11,895
Fair value of deferred cash consideration 7,478
Total consideration 19,373
   
Goodwill 12,357

Goodwill arising of££12,357,000 represents the value of the accumulated workforce and synergies with RPS associated with this acquisition. There is no tax deductible goodwill arising.

The total fair value of receivables acquired was £3,418,000. The gross contractual receivables acquired were £3,469,000 and £51,000 was estimated irrecoverable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £3,418,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

The contribution of MR to the Group’s results for the year was £6,027,000 revenue and £37,000 operating profit.

The Group incurred costs in respect of the acquisition of Manidis Roberts of £449,000 which have been expensed through the consolidated income statement and included within “amortisation of acquired intangibles and transaction related expenses”.

The proforma Group revenue and operating profit assuming the acquisition had been completed on the first day of the year would have been £564,716,000 and £43,188,000 respectively.

A reconciliation of the goodwill movement in 2012 in respect of the acquisitions in 2011 and 2012 is given in the table below.

£000’s EHI TMT MR
Goodwill at 1 January 2012 1,509 1,669 -
Additions through acquisition - - 12,357
Adjustments to opening balance sheet 232 - -
Foreign exchange gains and losses (69) (53) (414)
Goodwill at 31 December 2012 1,672 1,616 11,943

There were no accumulated impairment losses at the beginning or the end of the period.

Negative goodwill of £266,000 was recognised in 2012 relating to an opening balance sheet adjustment in ASA. This has not been recognised in 2011 on the basis of materiality.

10. Deferred consideration

£000’s As at 31
December
2012
As at 31
December
2011
Amount due within one year 7,842 10,327
Amount due between one and two years 3,543 -
Total deferred consideration 11,385 10,327

The amount due within one year as at 31 December 2012 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £4,157,000 (31 December 2011: £5,697,000).

11. Commitments and contingencies

The Group completed a number of acquisitions between 1 January 2010 and 31 December 2011 where deferred consideration payments to vendors are contingent on the vendors’ continued employment with the Group and so are recognised as employment costs over the deferred consideration period. The Group consider it probable that the remaining deferred consideration payments will be paid.

The total cash commitments in respect of contingent deferred consideration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant, are disclosed in the table below:

£000’s Cash
commitment
Remuneration
charge
2013 7,564 5,833
2014 3,592 1,165

The cash commitment due in 2013 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £4,157,000 as referred to in note 10.

12. Post balance sheet events

In January 2013 RPS completed the acquisition of the entire issued share capital of Petroleum Institute for Continuing Education Inc. (“PEICE”), a Canadian based business providing geoscience and engineering training to the oil and gas industry, for a maximum consideration of C&11.7 million (equivalent to approximately £7.4 million) all payable in cash.

Consideration paid at completion was C$5.7m (£3.6m). Subject to further operational conditions being met, two further sums of C$3.0m (£1.9m) will be paid on the first and second anniversaries of the transaction.

Due to the proximity of the acquisition date to the date of approval of the Report and Accounts, it is impracticable to provide further information.

14.

This announcement has been posted on the Company’s website at www.rpsgroup.com. It is expected that the annual report and accounts will be posted to shareholders on or before 27 March 2013 and a copy will be posted on the Company’s website at that time. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, Centurion Court, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH.

15.

The Group has a well-established and embedded system of internal control and risk management that is designed to safeguard shareholders’ investment as well as the Group’s personnel, assets and reputation. The principal risks and uncertainties for the Group are described in the Group’s Report and Accounts. These risks include the continuing uncertainty in global economic outlook which inevitably increases the risks to which the Group is exposed, a material adverse occurrence preventing the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions, failure to replace bank facilities and risks related to health, safety and the environment.

 

Responsibility statement of the Directors in respect of the Report and Accounts 2012

The Directors confirm that to the best of their knowledge:

- the financial statements, prepared in accordance with the International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

- the ‘Business Review’ includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, and that the ‘Risk Management’ report includes a description of the principal risks and uncertainties that the Group faces.

Voting Rights and Capital

28 Feb


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 219,762,808 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (74,979) from those announced on 31 January 2013 relate to the Company’s Share Incentive Plan, the Executive Share Option scheme and the Performance Share Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,762,808.

The above figure (219,762,808) 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 February 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

TR-1: Notification of Major Interest in Shares

18 Feb

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

RPS GROUP PLC

2. Reason for the notification (please state Yes/No):

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: N/A

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: N/A

An event changing the breakdown of voting rights: N/A

Other (please specify):N/A

3. Full name of person(s) subject to the notification obligation:

F&C Asset Management plc

4. Full name of shareholder(s) (if different from 3.):

See Box 9 below

5. Date of the transaction and date on which the threshold is crossed or reached:

13/02/2013

6. Date on which issuer notified:

14/02/2013

7. Threshold(s) that is/are crossed or reached:

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
Number of shares Number of voting rights
Ord shs GB0007594764 10,708,599 10,708,599

 

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
Ord shs GB0007594764 11,013,319 - 11,013,319 - 5.01%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right
         

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
          Nominal Delta
   

Total (A+B+C)


Number of voting rights

11,013,319

Percentage of voting rights

5.01%


9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

F&C Asset Management plc
Client No. of voting rights % of total voting rights Registration name
no underlying client holds over 3% 11,013,319 5.01% Puddledock Nominees Limited, HSBC GS Nominees Limited, Chase Nominees Limited

Proxy Voting:

10. Name of the proxy holder:

F&C Asset Management plc

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

Based on TVR of 219,687,829

14. Contact name:

Mike Bassi, F&C Asset Management plc

15. Contact telephone number:

0131 718 1093


For notes on how to complete form TR-1 please see the FSA website.

Note: Annex should only be submitted to the FSA not the issuer

Annex: Notification of major interests in shares

A: Identity of the persons or legal entity subject to the notification obligation

Full name
(including legal form of legal entities)
RPS Group plc
Contact address
(registered office for legal entities)
RPS Group Plc., 20 Western Avenue,
Milton Park, Abingdon
Oxfordshire, OX14 4SH
Phone number & email rpsab@rpsgroup.com
send FAO Co Sec Nick Rowe
Tel 01235 438000
Other useful information
(at least legal representative for legal persons)

B: Identity of the notifier, if applicable

Full name Mike Bassi, F&C Asset Management plc
Contact address 80 George Street, Edinburgh EH2 3BU
Phone number & email Michael.bassi@fandc.com
0131 718 1093
Other useful information
(e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

SIP Announcement

05 Feb


On 01 February 2013 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 01 February 2013 £2.34 per share

Allotment of Matching Shares 01 February 2013 £2.34 per share

Total number of Partnership, Matching and Dividend shares held on 01 February 2013

Gary
Young
53 53 13,288
Philip
Williams
53 53 7,565
Alan
Hearne
53 53 9,989

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

31 Jan


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 219,687,829 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (308,167) from those announced on 21 December 2012 relate to the Company’s Share Incentive Plan, the Executive Share Option scheme and the Performance Share Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,687,829.

The above figure (219,687,829) 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 January 2013

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Acquisition of PEICE

16 Jan

RPS announces the acquisition of Petroleum Institute for Continuing Education ("PEICE"), a Canadian based business providing geoscience and engineering training to the oil and gas industry, for a maximum consideration of C&doller;11.7 million (£7.4 million).

PEICE has been providing high quality training to the oil and gas industry for 12 years. During 2012 it delivered over 200 courses, primarily in Canada and the US. The courses cater for a wide range of participants including recent graduates and technical and administrative support staff, as well as senior energy company staff. Course formats include open courses, in-house at client facilities and on-line delivery.

The founder and joint owner (with his wife) of the business will be remaining with RPS after the transaction, along with all current PEICE staff. They will work with RPS’ existing energy training teams in the UK and US to extend the range of courses offered and the geographical reach of the business.

In the year ended 31 August 2012 PEICE had revenues of C&doller;7.4 million (£4.7 million) and profit before tax of C&doller;2.0 million (£1.3 million), after adjustment for non-recurring items. Net assets at 31 August 2012 were C&doller;0.4 million (£0.25 million). On the same basis, gross assets at 31 December 2012 were C&doller;1.0 million (£0.6 million).

RPS is acquiring the entire share capital of PEICE for a maximum total consideration of C&doller;11.7 million (£7.4 million), all payable in cash. Consideration paid at completion was C&doller;5.7 million (£3.6 million). Subject to certain operational conditions being met, two further sums of C&doller;3 million (£1.9 million) will be paid on the first two anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"The acquisition of PEICE extends the geographical reach and capability of our existing energy training business. This remains a growth market, as technical training continues to be important for most of our E&P clients."

16 January 2013

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group 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, Canada, USA and Australia/Asia Pacific 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.

SIP Announcement

09 Jan


On 07 January 2013 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 04 January 2013 £2.139 per share

Allotment of Matching Shares 04 January 2013 £2.139 per share

Total number of Partnership, Matching and Dividend shares held on 04 January 2013

Gary
Young
59 59 13,182
Philip
Williams
59 59 7,459
Alan
Hearne
59 59 9,883

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.

Block Listing Six Monthly Return

02 Jan


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 July 2012 To: 31 December 2012
Balance of unallotted securities under scheme(s) from previous return: 1,034,969
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): 2,000,000
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 517,333
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 2,517,636
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016