Archived Announcements

Director/PDMR Share Dealing

03 Nov
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Director and Persons Discharging Managerial responsibility ("PDMR"):

3 November 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Douglas

2

Reason for the notification

a)

Position/status

Group Chief Executive

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.9225
Volume(s): 513

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 November 2017

f)

Place of the transaction

London Stock Exchange

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.9225
Volume(s): 43

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 November 2017

f)

Place of the transaction

London Stock Exchange
   
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Director/PDMR Share Dealing

01 Nov
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Director and Persons Discharging Managerial responsibility ("PDMR"):

1 November 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.94
Volume(s): 360

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

31 October 2017

f)

Place of the transaction

London Stock Exchange
   
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Voting Rights and Capital

31 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 224,439,243 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (142,009) from those announced on 29 September 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 224,439,243.
 
The above figure (224,439,243) 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 FCA's Disclosure and Transparency Rules.

31 October 2017

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

TR-1: Notification of Major Interest in Shares - BlackRock, Inc

06 Oct

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

RPS Group PLC

1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)

Non-UK issuer

 

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

 

An event changing the breakdown of voting rights

 

Other (please specify):

 

3. Details of person subject to the notification obligation

Name

BlackRock, Inc.

City and country of registered office (if applicable)

Wilmington DE, USA

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

Name

 

City and country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached:

04/10/2017

6. Date on which issuer notified (DD/MM/YYYY):

05/10/2017

 

7. Total positions of person(s) subject to the notification obligation

 

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial in-struments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

5.02%

0.34%

5.36%

224,297,234

Position of previous notification (if applicable)

4.75%

0.34%

5.09%

 

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

A: Voting rights attached to shares

Class/type of shares ISIN CODE (if possible)

Number of voting rights

% of voting rights

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC)

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0007594764

 

11,262,513

 

5.02%

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

11,262,513

5.02%

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration date

Exercise/ Conversion Period

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

% of voting rights

Securities Lending

 

 

4,026

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

4,026

0.00%

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration date

Exercise/ Conversion Period

Physical or cash settlement

Number of voting rights

% of voting rights

CFD

 

 

Cash

765,459

0.34%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

765,459

0.34%

 

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

 

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

X

See attachment

 

10. In case of proxy voting, plesae identify:

Name of proxy holder

 

The number and & of voting rights held

 

The date until which the voting rights will be held

 

 

11. Additional information:

BlackRock Regulatory Threshold Reporting Team

Jana Blumenstein

020 7743 3650

Place of completion: 12 Throgmorton Avenue, London, EC2N 2DL, U.K.

Date of completion: 5 October, 2017

 

Section 9 Attachment

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock International Holdings, Inc.

 

 

 

BR Jersey International Holdings L.P.

 

 

 

BlackRock Group Limited

 

 

 

BlackRock Investment Management (UK) Limited

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock Holdco 4, LLC

 

 

 

BlackRock Holdco 6, LLC

 

 

 

BlackRock Delaware Holdings Inc.

 

 

 

BlackRock Fund Advisors

 

 

 

BlackRock Institutional Trust Company, National Association

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock International Holdings, Inc.

 

 

 

BR Jersey International Holdings L.P.

 

 

 

BlackRock Group Limited

 

 

 

BlackRock Advisors (UK) Limited

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock International Holdings, Inc.

 

 

 

BR Jersey International Holdings L.P.

 

 

 

BlackRock Holdco 3, LLC

 

 

 

BlackRock Canada Holdings LP

 

 

 

BlackRock Canada Holdings ULC

 

 

 

BlackRock Asset Management Canada Limited

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock International Holdings, Inc.

 

 

 

BR Jersey International Holdings L.P.

 

 

 

BlackRock Australia Holdco Pty. Ltd.

 

 

 

BlackRock Investment Management (Australia) Limited

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock Holdco 4, LLC

 

 

 

BlackRock Holdco 6, LLC

 

 

 

BlackRock Delaware Holdings Inc.

 

 

 

BlackRock Fund Advisors

 

 

 

 

Director/PDMR Share Dealing

04 Oct
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Director and Persons Discharging Managerial responsibility ("PDMR"):

4 October 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.88
Volume(s): 43

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 October 2017

f)

Place of the transaction

London Stock Exchange
   
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Voting Rights and Capital

29 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 224,297,234 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (135,004) from those announced on 31 August 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 224,297,234.
 
The above figure (224,297,234) 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 FCA's Disclosure and Transparency Rules.

29 September 2017

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

Chief Executive Succession

01 Sep
 

Further to the announcement issued on 18 May 2017, RPS wishes to confirm that Alan Hearne has stepped down from the Board and as Chief Executive with effect from 31 August 2017. John Douglas, who joined the Board on 1 June 2017 as Chief Executive Designate, has assumed the role of Chief Executive from today.

1 September 2017

Enquiries
 
     
RPS Group plc   Tel: 01494 260808/07710 147282  
Ken Lever, Chairman
 
     
Instinctif Partners   Tel: 020 7457 2020  
Justine Warren
Matthew Smallwood
     
       

Director/PDMR Share Dealing

01 Sep
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Director and Persons Discharging Managerial responsibility ("PDMR"):

1 September 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.905
Volume(s): 43

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 September 2017

f)

Place of the transaction

London Stock Exchange
   
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Voting Rights and Capital

31 Aug
 

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 224,162,230 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (56,266) from those announced on 31 July 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 224,162,230.
 
The above figure (224,162,230) 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 FCA's Disclosure and Transparency Rules.

31 August 2017

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

TR-1: Notification of Major Holdings - BlackRock, Inc.

08 Aug
 

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

1b. Please indicate if the issuer is a non-UK Issuer
Non-UK issuer

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of financial instruments (No)

An event changing the breakdown of voting rights: (No)

Other (please specify): (No)

3. Details of person subject to the notification obligation:

BlackRock, Inc.

Wilmington, DE, USA

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

Name: N/A

City and country of registered office (if applicable): N/A

5. Date on which the threshold was crossed or reached:

04/08/2017

6. Date on which issuer notified:

07/08/2017

 

7. Total positions of person(s) subject to the notification obligation

 

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial in-struments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

4.75%

0.34%

5.09%

224,105,964

Position of previous notification (if applicable)

N/A

N/A

N/A

 

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of shares ISIN CODE (if possible)

Number of voting rightsix

% of voting rights

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC)

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0007594764

 

10,662,714

 

4.75%

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

10,662,714

4.75%

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration datex

Exercise/ Conversion Periodxi

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

% of voting rights

Securities Lending

 

 

2,900

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

2,900

0.00%

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration datex

Exercise/ Conversion Periodxi

Physical or cash settlementxii

Number of voting rights

% of voting rights

CFD

 

 

Cash

760,318

0.33%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

760,318

0.33%

     

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

 

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

See Attachment

 

 

 

 

10. In case of proxy voting, plesae identify:

Name of proxy holder

 

The number and & of voting rights held

 

The date until which the voting rights will be held

 

 

11. Additional informationxvi:

BlackRock Regulatory Threshold Reporting Team

Jana Blumenstein

020 7743 3650
 

Place of completion: 12 Throgmorton Avenue, London, EC2N 2DL, U.K.

Date of completion: 7 August, 2017

 

Section 9 Attachment

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

BlackRock, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock Holdco 4, LLC

BlackRock Holdco 6, LLC

BlackRock Delaware Holdings Inc.

BlackRock Fund Advisors

 

BlackRock, Inc.

BlackRock Holdco 2, Inc

BlackRock Financial Management, Inc.

BlackRock International Holdings, Inc.

BR Jersey International Holdings L.P.

BlackRock Group Limited

BlackRock Investment Management (UK) Limited

 

BlackRock, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock Holdco 4, LLC

BlackRock Holdco 6, LLC

BlackRock Delaware Holdings Inc.

BlackRock Fund Advisors

BlackRock Institutional Trust Company, National Association

 

BlackRock, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock International Holdings, Inc.

BR Jersey International Holdings L.P.

BlackRock Australia Holdco Pty. Ltd.

BlackRock Investment Management (Australia) Limited

 

BlackRock, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock International Holdings, Inc.

BR Jersey International Holdings L.P.

BlackRock Group Limited

BlackRock Advisors (UK) Limited

 

BlackRock, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock International Holdings, Inc.

BR Jersey International Holdings L.P.

BlackRock Holdco 3, LLC

BlackRock Canada Holdings LP

BlackRock Canada Holdings ULC

BlackRock Asset Management Canada Limited

Interim Results for the six months ended 30 June 2017

04 Aug

Significant profit improvement over H1 2016, resulting from organic growth, margin improvement, reduced re-organisation costs and currency benefit. New regional structure delivering. Interim dividend increased 3%.

  H1 H1 H1
  2017 2016 2016
(constant currency)(3)
Revenue (£m) 314.5 291.4 312.6
Fee income (£5) 281.1 260.8 279.9
PBTA (1) (£m) 27.2 20.2 22.0
Adjusted earnings per share (2)(basic) (p) 8.71 6.44 7.03
Dividend per share (p) 4.80 4.66 4.66
 
Statutory profit before tax (£m) 20.4 10.9 11.8
Statutory earnings per share (basic) (p) 6.55 3.93 4.26
 

(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)2016 results restated at 2017 currency rates

Key Points

PBTA up 35% to £27.2m (2016: £20.2m)

Adjusted EPS (basic) up 35% to 8.71p (2016: 6.44p)

Statutory profit before tax up 88% to £20.4m (2016: £10.9m)

Net bank borrowings £93.4m (June 2016: £95.0m)

Leverage reduced to 1.5 times (June 2016: 2.2 times)

Cash conversion 62% (2016: 101%)

Dividend increased 3% to 4.80 pence (2016: 4.66 pence)

Three regional segments working well

Platform established to return to growth in 2017.

Alan Hearne, Chief Executive, commenting on the results, said:

"The Group's strategy of building a diverse international business has enabled RPS to emerge rapidly and effectively from the severe oil and gas downturn of the last two years. The creation of our three regional businesses enables us to look confidently to the future.

In recent years our acquisitions in both Norway and Australia have been directed towards project management consultancy, particularly in respect of large scale infrastructure projects. These businesses performed well. We see this as an important new activity for the Group, reducing our dependency on the resources sectors and providing a more flexible business model.

The reduction in our dependence upon the oil and gas market, the continuing impact of good cost management and the strong results for the first half of the year enable us to anticipate modestly exceeding market expectations for the full year".

4 August 2017

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

RPS is an international consultancy providing independent advice upon: the development and management of the built and natural environment, the planning and development of strategic infrastructure and the evaluation and development of energy, water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group has been a constituent of the FTSE4Good index since its inception in 2001.

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

Results

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £27.2 million (2016: £20.2 million; £22.0 million on a constant currency basis). Statutory profit before tax was £20.4 million (2016: £10.9 million; £11.8 million on a constant currency basis). Adjusted earnings per share (basic) were 8.71 pence (2016: 6.44 pence; 7.03 pence on a constant currency basis). Statutory earnings per share (basic) were 6.55 pence (2016: 3.93 pence; 4.26 pence on a constant currency basis).

Group segment profit increased to £34.5 million (2016: £25.8 million; £27.8 million on a constant currency basis). Group unallocated expenses increased to £4.9 million (2016: £3.1 million), largely reflecting the cost of Board changes. Finance charges were unchanged at £2.5 million (2016: £2.5 million).

Segmentation and Services

As previously announced, the Group began operating two new regional, multi-disciplinary businesses in addition to our existing AAP business with effect from 1 January 2017. The contribution of the three regional businesses in the period was:

  H1 H1 H1
Segment Profit (£m) 2017 2016
restated 1
2016
(constant currency) 2
Europe 21.2 14.6 15.2
 
Australia Asia Pacific (“AAP”) 8.0 6.3 7.1
 
North America 5.4 4.9 5.5
 
Total(3) 34.5 25.8 27.8
 

(1)restated for segment changes (see note 4)
(2)2016 results restated at 2017 currency rates
(3)after reorganisation costs of £0.7 million (2016: £3.9 million, £4.2m at constant currency)

Each segment provides a broad range of services across many sectors of the economy, serving both the public and private sectors. They each remain exposed to oil and gas projects in varying degrees, with North America having the greatest exposure. The contribution from oil and gas and Australian natural resources projects to total Group segment results in the first half as a whole was about 18% in respect of fees and 10% in respect of segment profit, significantly reduced from the top of the oil and gas cycle in 2014.

We committed c. £126 million to acquisitions in 2014-2016, none with direct exposure to oil and gas markets. These broadened the Group’s activities and geographical footprint and materially assisted the Group maintain its profits as the effects of the oil and gas downturn were felt, clearly demonstrating the value of this part of our strategy.

Funding and Dividend

Net bank borrowings at 30 June 2017 were £93.4 million (30 June 2016: £95.0 million). We settled £7.4 million of deferred consideration in respect of acquisitions made in prior years. Deferred consideration of up to £5.6 million is payable in the second half of 2017, leaving only £1.7 million remaining to be paid in 2018. Our conversion of profit into cash in the period was modest, due to the timing of annual payments and the un-winding of prepayments made by clients in 2016; we expect a much improved performance in the second half.

Since July 2015 we have had in place a five year £150 million revolving credit facility with Lloyds Bank plc and HSBC Bank plc. In addition, about 4 years remain on the £30.0 million and $34.1 million fixed term, fixed rate notes issued through Pricoa in 2014. Our interest cover at 30 June was 14 times, well above the bank covenant of four times. The Board indicated in the 2016 Interim Results announcement that it had decided to take a more cautious approach to investment in acquisitions because leverage (defined in note 3) had reached 2.2 at 30 June 2016, even though it was well below the bank covenant of 3.0. Our leverage at 30 June 2017 has reduced to 1.5 and the search for suitable investment opportunities has recommenced.

The Board remains confident about the Group’s financial strength and will distribute an increased interim dividend of 4.80 pence (2016: 4.66 pence), payable on 13 October 2017 to shareholders on the register on 15 September 2017.

Markets and Trading

Europe

Within this business we provide a wide range of services to many aspects of the property and infrastructure development and management sectors. From 1 January 2017 it also includes the Energy: EAME business, which undertakes oil and gas projects globally. Overall, this is our largest business and it has delivered a good performance in the period.

  H1 H1 H1
  2017 2016
restated 1
2016
(constant currency) 2
Fee income (£m) 164.4 151.4 156.8
Segment Profit (£m)(3) 21.2 14.6 15.2
Margin % 12.9 9.7 9.7
 

(1)restated for segment changes (see note 4)

(2)2016 results restated at 2017 currency rates

(3)after reorganisation costs of £0.2 million (2016: £2.5 million, £2.5m at constant currency)

Our planning and development businesses in the UK and Ireland, continued to benefit both from good market conditions and client confidence in respect of both private sector development, as well as public infrastructure projects.

Our activities exposed to operational environments continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets, but generally traded well, particularly our water business in the UK, which continues to benefit from its strong market presence.

The oil and gas activities remain confronted by a difficult market. However, as a result of effective cost management our Energy businesses returned a profit contribution significantly better than in the same period last year.

In Norway the business performed very well, transitioning away from oil and gas to the buoyant infrastructure markets.

This segment is capable of delivering good growth in 2017.

AAP

We continue to benefit from the development of our project management capability, which was expanded significantly by the acquisition of Point in 2014 and EIG in 2015.

  H1 H1 H1
  2017 2016 2016
(constant currency)(1)
Fee income (£m) 67.0 63.2 71.7
Segment Profit (£m)(3) 8.0 6.3 7.1
Margin % 11.9 10.0 10.0
 

(1) 2016 results restated at 2017 currency rates

(2) after reorganisation costs of £0.3 million (2016: £1.0 million, £1.2m at constant currency)

Our resources business in Western Australia continued to face sluggish markets and produced a significantly reduced underlying contribution compared with the first half of 2016. Our businesses on the east coast, particularly those involved in the management of major infrastructure projects and private sector development, had a successful first half. Our work for a growing number of Australian Federal Government agencies also continued to expand.

Our activities on the east coast give us confidence that the AAP business has a good platform to achieve further growth in 2017. The Federal budget in May allocated significant funds to infrastructure projects and underpinned this confidence.

North America

This business was created by the merger of our Built and Natural Environment: North America and Energy: North America businesses at the beginning of 2017. The BNE business had a significant exposure to clients operating in the oil and gas sector. In consequence, the new business as a whole remains significantly exposed to this sector. However, our non-energy activities now form the majority of this business, providing a platform from which to achieve long term growth, both organic and by acquisition.

  H1 H1 H1
  2017 2016
restated 1
2016
(constant currency)(2)
Fee income (£m) 50.3 47.3 52.5
Segment Profit (£m)(2) 5.4 4.9 5.5
Margin % 10.7 10.3 10.5
 

(1) restated for segment changes (see note 4).

(2) 2016 results restated at 2017 currency rates

(3) after reorganisation costs of £0.1 million (2016: £0.4m, £0.5 million at constant currency)

The acquisition of Iris, based in San Francisco, in October 2015 continued the process of diversifying into more traditional environmental consultancy activities. Following integration, it is working successfully with our other environmental risk businesses.

Although growth remains possible in the second half, the continuing low level of activity in the energy sector is likely to hold back the performance of this segment overall in 2017. This is particularly the case in Canada where the energy market is extremely sluggish. Developing our US business in the environmental, infrastructure and project management markets remains a Group priority.

Board Composition

There have been a number of changes to the Board. On 18 May 2017 it was announced that Alan Hearne is to step down as Chief Executive and retire from the Board by the end of August. John Douglas has been appointed as Chief Executive designate and will assume the role of Chief Executive when Alan steps down. We have also announced the appointment of Allison Bainbridge (1 June 2017) and Liz Peace (11 July 2017) as non-executive directors and John Bennett’s retirement from the Board (1 June 2017). With the release of these Interim results Louise Charlton has also retired from the Board.

Prospects

The Group’s strategy of building a diverse international business has enabled RPS to emerge rapidly and effectively from the severe oil and gas downturn of the last two years. The creation of our three regional businesses enables us to look confidently to the future.

In recent years our acquisitions in both Norway and Australia have been directed towards project management consultancy, particularly in respect of large scale infrastructure projects. These businesses performed well. We see this as an important new activity for the Group, reducing our dependency on the resources sectors and providing a more flexible business model.

The reduction in our dependence upon the oil and gas market, the continuing impact of good cost management and the strong results for the first half of the year enable us to anticipate modestly exceeding market expectations for the full year.

Board of Directors
RPS Group plc
4 August 2017

Condensed consolidated income statement(unaudited)

 

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000   2017 2016 2016
 
 
Revenue 4 314,516 291,431 594,471
Recharged expenses 4 (33,461) (30,627) (60,175)
Fee income 4 281,055 260,804 534,296
 
Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 4 29,681 22,691 55,877
 
Amortisation and impairment of acquired intangibles and transaction related costs 5 (6,807) (9,278) (17,890)
 
Operating profit 4 22,874 13,413 37,987
 
Finance costs   (2,493) (2,574) (5,331)
Finance income   39 44 158
 
Profit before tax, amortisation and impairment of acquired intangibles and transaction related costs   27,227 20,161 50,704
 
 
Profit before tax   20,420 10,883 32,814
 
Tax expense 6 (5,911) (2,215) (7,733)
Profit for the period attributable to equity holders of the parent   14,509 8,668 25,081
 
 
Basic earnings per share (pence) 7 6.55 3.93 11.35
 
Diluted earnings per share (pence) 7 6.50 3.91 11.29
 
Adjusted basic earnings per share (pence) 7 8.71 6.44 16.60
 
Adjusted diluted earnings per share (pence) 7 8.65 6.41 16.51

Condensed consolidated statement of comprehensive income (unaudited)

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2017 2016 2016
 
Profit for the period 14,509 8,668 25,081
Exchange differences* (1,105) 28,516 41,429
Remeasurement of net defined benefit liability - - (261)
Tax on remeasurement of defined benefit liability - - 65
 
Total recognised comprehensive (expense)/income for the period attributable to equity holders of the parent 13,404 37,184 66,314
 

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

Condensed consolidated balance sheet (unaudited)

 
  As at 30 June As at 30 June As at 31 December
£000’s Notes 2017 2016 2016
 
Assets        
Non-current assets        
Intangible assets   446,482 450,367 455,508
Property, plant and equipment 8 28,278 27,973 28,448
Deferred tax asset   6,962 5,225 5,953
    481,722 483,565 489,909
Current assets        
Trade and other receivables   174,1876 173,376 165,604
Cash at bank   13,026 18,878 16,503
    187,213 192,254 182,107
Liabilities        
Current liabilities        
Borrowings   306 2,054 36
Deferred consideration   6,806 22,273 13,376
Trade and other payables   119,610 122,928 125,165
Corporation tax   4,604 2,872 4,472
Provisions   2,624 1,584 1,809
    133,950 151,711 144,858
Net current assets   53,2633 40,543 37,249
Non-current liabilities        
Borrowings   106,077 111,862 99,886
Deferred consideration   523 6,652 1,634
Other creditors   2,391 2,442 2,496
Deferred tax   9,489 9,993 10,045
Provisions   1,670 1,669 1,790
    120,150 132,618 115,851
Net assets   414,835 391,490 411,307
 
Equity        
Share capital   10 6,721 6,686 6,703
Share premium   115,962 113,352 114,353
Other reserves 11 38,974 28,871 40,898
Retained earnings   253,178 242,581 249,353
Total shareholders’ equity   414,835 391,490 411,307
 
Condensed consolidated cash flow statement (unaudited)
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2017 2016 2016
 
Cash generated from operationss 13 21,766 28,257 78,253
Interest paid   (2,633) (2,054) (5,077)
Interest received   39 44 158
Income taxes paid   (7,716) (8,088) (11,057)
Net cash from operating activities   11,456 18,159 62,277
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   - (6,557) (6,557)
Deferred consideration   (7,378) (7,784) (23,672)
Purchase of property, plant and equipment   (3,992) (3,641) (8,130)
Sale of property, plant and equipment   147 116 225
Net cash used in investing activities   (11,223) (17,866) (38,134)
 
Cash flows from financing activities        
Cost of issue of share capital   (8) - (5)
Proceeds from/(repayment of) bank borrowings   7,625 8,420 (6,921)
Payment of finance lease liabilities   (24) (23) (47)
Dividends paid 12 (11,308) (11,267) (21,613)
Payment of pre-acquisition dividend   - - (850)
Net cash used in financing activities   (3,715) (2,870) (29,436)
 
Net (decrease)/increase in cash and cash equivalents   (3,482) (2,577) (5,293)
 
Cash and cash equivalents at beginning of period   16,503 17,322 17,322
 
Effect of exchange rate fluctuations   (289) 2,079 4,474
 
Cash and cash equivalents at end of period   12,732 16,824 16,503
 
 
Cash and cash equivalents comprise:        
Cash at bank   13,026 18,878 16,503
Bank overdraft   (294) (2,054) -
 
Cash and cash equivalents at end of period   12,732 16,824 16,503
 

Condensed consolidated statement of changes in equity (unaudited)

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
At 1 January 2017 6,703 114,353 249,353 40,898 411,307
Total comprehensive income for the period - - 14,509 (1,105) 13,404
Issue of new ordinary shares 18 1,609 (816) (819) (8)
Share based payment expense - - 1,440 - 1,440
Dividends - - (11,308) - (11,308)
 
At 30 June 2017 6,721 115,962 253,178 38,974 414,835
 
At 1 January 2016 6,667 112,026 244,648 1,149 364,490
Total comprehensive income for the period - - 8,668 28,516 37,184
Issue of new ordinary shares 19 1,326 (555) (794) (4)
Share based payment expense - - 1,087 - 1,087
Dividends - - (11,267) - (11,267)
 
At 30 June 2016 6,686 113,352 242,581 28,871 391,490
 

An analysis of other reserves is provided in Note 11.

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 2017 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 2016 and in accordance with IAS 34 as adopted by the European Union. They are unaudited but have been reviewed by the Company’s auditor. The results for the year end 31 December 2016 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2016 which have been delivered to the Registrar of Companies. The auditor’s report on those accounts was unqualified and did not draw attention to any matters by way of emphasis 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, despite the current uncertain economic environment, 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.

The Group is undertaking a detailed review of the potential impact of IFRS 15 “Revenue from Contracts” and IFRS 9 “Financial Instruments” that will both be first applied to the Group’s financial statements for the year ended 31 December 2018. At this stage we do not believe that either standard will significantly affect the Group’s results.

 

2. Responsibility Statement

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

On behalf of the Board

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

4 August 2017

3. Alternative Performance Measures

The Group defines and presents various non-GAAP performance measures in this results announcement. The measures presented are those adopted by management and analysts who follow us in assessing the performance of the business. Our principal non-GAAP measure is profit before tax, amortisation of acquired intangibles and transaction related costs (PBTA). We adjust for amortisation of acquired intangible assets as these are non-cash item and their measurement is based on estimates of asset lives and fair values at acquisition where underlying assumptions are subjective in nature. We adjust for acquisition related costs as they are not dependent on the performance of the business and are only incurred when acquisitions arise. The alternative performance measures and adjusting items are defined below and these have been applied consistently throughout the interim results:

Fee income and recharged expenses Revenue is classified into fee income and recharged expenses. Fee income represents the Groups’ personnel, subcontractor and equipment time and expertise sold to clients. Recharged expenses is the revenue recognised on the recharge of costs incidental to fulfilling the Group’s contracts, for example mileage, flights, subsistence and accommodation
Operating profit before amortisation of acquired intangibles and transaction related costs Statutory operating profit before amortisation of acquired intangibles and transaction related costs
Profit before tax and amortisation of acquired intangibles and transaction related costs (PBTA) Statutory profit before tax and amortisation of acquired intangibles and transaction related costs
Amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles, plus third party costs related to business combinations, plus adjustments to book values of deferred consideration (note 5)
Segment profit Statutory profit before tax before interest, amortisation of acquired intangibles, transaction related costs and unallocated expenses (note 4)
Underlying profit Segment profit before reorganisation costs (note 4)
Reorganisation costs Cost arising from reorganisation including redundancy costs, profit or loss on disposal of plant, property and equipment, the costs of consolidating office space and rebranding (note 4)
Unallocated expenses Certain costs are not allocated to the segments because they predominantly relate to the stewardship of the Group. They include the costs of the main Board, the Group finance and marketing functions and related IT costs (note 4)
Adjusted tax charge on PBTA Tax expense before tax on amortisation of acquired intangibles and acquisition related costs (see note 6)
Tax rate on PBT Tax expense expressed as a percentage of profit before tax for the year (note 6)
Tax rate on PBTA Adjusted tax charge on PBTA as a percentage of PBTA (note 6)
Adjusted earnings per share, basic and diluted Earnings per share before amortisation and impairment of acquired intangibles, transaction related costs and related tax expense (note 7)
EBITDAS Earnings before interest, tax, depreciation, amortisation of intangibles and share scheme costs (note 13)
Cash conversion The ratio of cash from operations to EBITDAS expressed as a percentage
Net bank borrowings The total of cash and cash equivalents, interest bearing bank loans and finance leases (note 13)
Leverage Ratio of net bank borrowings, plus deferred consideration to EBITDAS, adjusted to comply with lender requirements
Comparative measures at constant currency Measures from prior periods that are translated into sterling at current period exchange rates in order to eliminate the effect of exchange differences on translation

4. Business segments

Segment information is presented in the financial statements in respect of the Group’s business segments, as reported to the Chief Operating Decision Maker. The business segment reporting format reflects the Group’s management and internal reporting structure.

Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment as well as an allocation of central costs.

The segment results for the half year ended 30 June 2016 and the year ended 31 December 2016 were restated following changes to segmentation, as announced on 21 April 2017.

The business segments of the Group are as follows:
Europe
Australia Asia Pacific (“AAP”)
North America

Segment results for the period ended 30 June 2017:

£000’s Fee income Expenses Intersegment revenue External Revenue
Europe 164,449 23,474 (398) 187,525
AAP 66,970 5,593 (219) 72,344
North America 50,335 4,509 (197) 54,647
Group eliminations (699) (115) 814 -
Total 281,055 33,461 - 314,516
 
£000’s Underlying profit Reorganisation costs Segment profit
Europe 21,432 (229) 21,203
AAP 8,302 (349) 7,953
North America 5,494 (116) 5,378
Total 35,228 (694) 34,534
 

Segment results for the period ended 30 June 2016 as restated:

£000’s Fee income Expenses Intersegment revenue External revenue
Europe 151,363 20,406 (835) 170,934
AAP 63,171 5,358 (209) 68,320
North America 47,312 5,052 (187) 52,177
Group eliminations (1,042) (189) 1,231 -
Total 260,804 30,627 - 291,431
 
£000’s Underlying profit Reorganisation costs Segment profit
Europe 17,093 (2,452) 14,641
AAP 7,344 (1,037) 6,307
North America 5,339 (448) 4,891
Total 29,776 (3,937) 25,839
 

Segment results for the period ended 31 December 2016:

£000’s Fee income Expenses Intersegment revenue External revenue
Europe 307,671 42,406 (1,603) 348,474
AAP 130,140 8,439 (541) 138,038
North America 98,560 9,722 (323) 107,959
Group eliminations (2,075) (392) 2,467 -
Total 534,296 60,175 - 594,471
 
£000’s Underlying profit Reorganisation costs Segment profit
Europe 42,120 (3,289) 38,831
AAP 15,481 (1,246) 14,235
North America 10,623 (1,079) 9,544
Total 68,224 (5,614) 62,610
 

Group reconciliation

£000’s 30 June 2017 30 June 2016 31 Dec 2016
 
Revenue 314,516 291,431 594,471
Recharged expenses (33,461) (30,627) (60,175)
Fee income 281,055 260,804 534,296
 
Underlying profit 35,228 29,776 68,224
Reorganisation costs (694) (3,937) (5,614)
Segment profit 34,534 25,839 62,610
Unallocated expenses (4,853) (3,148) (6,733)
Operating profit before amortisation of acquired intangibles and transaction related costs 29,681 22,691 55,877
Amortisation of acquired intangibles and transaction related costs (6,807) (9,278) (17,890)
Operating profit 22,874 13,413 37,987
Net finance costs (2,454) (2,530) (5,173)
Profit before tax 20,420 10,883 32,814
 
Total segment assets were as follows:
 
£000’s 30 June 2017 30 June 2016 as restated 31 December 2016 as restated
 
Europe 408,082 408,905 401,880
North America 110,520 115,626 123,013
AAP 149,150 147,732 147,164
Unallocated 1,183 3,557 373
Total 668,935 675,820 672,430
 

5. Amortisation of acquired intangibles and transaction related costs

£000’s 30 June 2017 30 June 2016 31 December 2016
 
Amortisation of acquired intangibles 6,807 9,069 17,470
Adjustments to consideration payment - - 187
Third party advisory costs - 209 233
Total 6,807 9,278 17,890
 

6. 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 2017. 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.

Analysis of the tax expense in the income statement for the period:

£000’s 30 June 2017 30 June 2016 31 December 2016
 
Current tax expense 7,823 4,559 10,363
Deferred tax credit (1,912) (2,344) (2,630)
Total tax expense in the income statement 5,911 2,215 7,733
 
Add back:      
Tax on amortisation of acquired intangibles and acquisition related costs 2,010 3,725 6,292
Adjusted tax charge on PBTA for the period 7,921 5,940 14,025
Tax rate on PBT 28.9% 20.3% 23.6%
Tax rate on PBTA 29.1% 29.5% 27.7%
 

7. 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:

£000’s 30 June 2017 30 June 2016 31 Dec 2016
 
Profit attributable to ordinary shareholders 14,509 8,668 25,081
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 221,558 220,748 220,977
Effect of employee share schemes 1,592 1,163 1,237
Weighted average number of ordinary shares for the purposes of diluted earnings per share 223,150 221,911 222,214
 
Basic earnings per share (pence) 6.55 3.93 11.35
 
Diluted earnings per share (pence) 6.50 3.91 11.29
 

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 2017 Six months ended 30 June 2016 Year ended 31 Dec 2016
 
 
Profit attributable to ordinary shareholders 14,509 8,668 25,081
Amortisation of acquired intangibles and transaction related costs 6,807 9,278 17,890
Tax on amortisation of acquired intangibles and transaction related costs (2,010) (3,725) (6,292)
Adjusted profit attributable to ordinary shareholders 19,306 14,221 36,679
 
Adjusted basic earnings per share (pence) 8.71 6.44 16.60
 
Adjusted diluted earnings per share (pence) 8.65 6.41 16.51
 

8. Property, plant and equipment

During the six months ended 30 June 2017 the Group acquired assets with a cost of £3,992,000 (six months to 30 June 2016: £3,647,000), which includes nil acquired through business combinations (six months to 30 June 2016: £131,000). Assets with a net book value of £113,000 were disposed of during the six months ended 30 June 2017 (six months ended 30 June 2016: £449,000).

9. Goodwill

The Group completed the following acquisition during the six months ended 30 June 2016, which broadens and strengthens the services the Group offers.

£000s Goodwill at 1/1/17 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 30/6/17
DBK 9,279 - - - 9,279
 

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

No negative goodwill was recognised in 2016 or 2017.

10. Share capital

  2017 Number 000’s 2017 £000’s 2016 Number 000’s 2016 £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 223,435 6,703 222,234 6,667
Issued under employee share schemes 614 18 651 19
At 30 June 224,049 6,721 222,885 6,686
 

11. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
At 1 January 2017 21,256 (13,677) 33,319 40,898
Exchange differences - - (1,105) (1,105)
Issue of new shares - (819) - (819)
At 30 June 2017 21,256 (14,496) 32,214 38,974
 
At 1 January 2016 21,256 (11,997) (8,110) 1,149
Exchange differences - - 28,516 28,516
Issue of new shares - (794) - (794)
At 30 June 2016 21,256 (12,791) 20,406 28,871
 

12. Dividends

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

£000’s Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 Dec 2016
 
Final dividend for 2015 5.08p per share 11,308 - -
Interim dividend for 2015 4.66p per share - - 10,346
Final dividend for 2014 4.42p per share - 11,267 11,267
  11,308 11,267 21,613
 

An interim dividend in respect of the six months ended 30 June 2017 of 4.80 pence per share, amounting to a total dividend of £10,705,000 was approved by the Directors of RPS Group Plc on 2 August 2017. These condensed consolidated interim financial statements do not reflect this dividend payable.

13. Note to the condensed consolidated cash flow statement

£000’s Six months ended 30 June Six months endd 30 June Year ended 31 Dec 2016
 
Operating profit 22,874 13,413 37,987
Adjustments for:      
Depreciation 4,233 4,081 8,390
Amortisation of acquired intangibles 6,807 9,069 17,470
Consideration fair value adjustment - - 187
Share based payment expense 1,440 1,087 2,184
(Profit)/loss on sale of property, plant and equipment (39) 333 537
EBITDAS 35,315 27,983 66,755
       
(Increase)/decrease in trade and other receivables (9,256) (340) 9,522
Decrease/(increase) in trade and other payables (4,293) 614 1,976
 
Cash generated from operations 21,766 28,257 78,253

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 2017.

£000’s At 1 January 2017 Cash flow Prepaid arrangement fees Foreign exchange At 30 June 2017
 
Cash at bank 16,503 (3,188) - (289) 13,026
Overdrafts - (294) - - (294)
Cash and cash equivalents 16,503 (3,482) - (289) 12,732
Bank Loans and notes (99,886) (7,625) (189) 1,623 (106,077)
Finance lease creditor (36) 24 - - (12)
 
Net bank borrowings (83,419) (11,083) (189) 1,334 (93,357)
 

The cash balance includes £2,545,000 (31 December 2016: £3,036,000) that is restricted in its use.

14. Events after the balance sheet date

There have been no material events since the balance sheet date.

15. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2016 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on pages 11 to 13 of the 2016 Report and Accounts (available on the Group’s website at www.rpsgroup.com) and are summarised as follows:

- Economic environment
- Retention of key personnel
- Business acquisitions
- Political events
- Environmental and health risks
- Information systems
- Health and safety
- Market position and reputation
- Claims and Litigation
- Compliance
- Funding
- Financial risk management

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 decision of the UK to leave the EU has created uncertainty, although it is too early to say what the overall impact on the Group will be.

16. Related party transactions

There are no significant changes to the nature and treatment of related party transactions for the period to those reported in the 2016 Report and Accounts.

17. 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 and the 2016 EU referendum vote in UK creates another source of potentially significant risk. 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 2017. Nothing in this announcement should be construed as a profit forecast.

18. 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

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 2017 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 Conduct 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 inquiries, 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 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 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

Deloitte LLP
Statutory Auditor
Reading, United Kingdom
4 August 2017

Director/PDMR Share Dealing

03 Aug
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Directors and Persons Discharging Managerial responsibility ("PDMR"):

3 August 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Alan Hearne

2

Reason for the notification

a)

Position/status

Group Chief Executive

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.69
Volume(s): 46

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 August 2017

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.69
Volume(s):47

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 August 2017

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

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 224,105,964 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (56,469) from those announced on 30 June 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 224,105,964.
 
The above figure (224,105,964) 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 FCA's Disclosure and Transparency Rules.

31 July 2017

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

Board Change

11 Jul
 

RPS Group Plc is pleased to announce the appointment of Elizabeth (‘Liz’) Peace CBE as a Non-Executive Director. Liz will join the Board with effect from 11 July 2017. Louise Charlton will step down as a Non-Executive Director on 4 August 2017.
 
Liz Peace has enjoyed a wide ranging and senior level career spanning both public and private sectors. Between 2002 and 2014 she was Chief Executive of the British Property Federation having previously served for 12 years as Company Secretary and Director of Corporate Affairs for QinetiQ plc. Prior to that Liz enjoyed a highly successful career as a civil servant holding a number of senior positions within the Ministry of Defence. She was awarded the CBE in 2008. Liz is a Non-Executive Director of Redrow Plc until 31 August 2017 and served as a Non-Executive Director of Morgan Sindall Group Plc between 2012 and 2017. She also holds other non-executive, voluntary and advisory positions including as Chair of the Shadow Government Property Agency, Chair of Old Oak and Park Royal Development Corporation, Non-Executive Director of The Howard de Walden Estate, non-executive adviser at Holtby Turner and Chair of the property industry charity LandAid.
 
Ken Lever, Group Chairman, commented:

“I would like to thank Louise for the important contribution she has made during her nine year period on our Board. Louise’s corporate communication skills have been particularly valued and her presence will be greatly missed. I am delighted to welcome Liz to the Board. Liz’s diverse knowledge and experience will add value to the Board’s activities and we look forward to working with her as RPS moves through its next phase of growth.”

11 July 2017

There are no matters requiring disclosure pursuant to Listing Rule 9.6.13 in respect of Liz Peace other than her directorships of Redrow plc and Morgan Sindall Plc as mentioned above.

For further information, please contact:  

RPS Group plc
 
Ken Lever, Group Chairman Tel: 01235 863 206

Instinctif Partners
 
Justine Warren
Matthew Smallwood
Tel: 020 7457 2020
   

Director/PDMR Share Dealing

04 Jul
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
 
RPS Group plc ("RPS" or "the Company") confirms the purchase of Partnership Shares under the RPS Group plc Share Incentive Plan ("SIP") by the following Executive Directors and Persons Discharging Managerial responsibility ("PDMR"):

4 July 2017

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Alan Hearne

2

Reason for the notification

a)

Position/status

Group Chief Executive

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.6225
Volume(s): 48

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

3 July 2017

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 3p each in RPS Group Plc

GB0007594764

b)

Nature of the transaction

Purchase of Partnership shares under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.6225
Volume(s):48

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

3 July 2017

f)

Place of the transaction

London Stock Exchange

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   

TR-1: Notification of Major Interest in Shares

04 Jul
 

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 tick the appropriate box or boxes):

An acquisition or disposal of voting rights

 

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

 

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

 

An event changing the breakdown of voting rights

 

Other (please specify): An increase in the number of shares relating to the Company’s Share Incentive Plan and Performance Share Plan.

X

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

Tameside MBC re Greater Manchester Pension Fund

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

Chase Nominees Ltd A/C TMBC1

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

30th June 2017

6. Date on which issuer notified:

4th July 2017

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

Below 4%

 

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

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

8974578

8974578

8948814

8948814

3.99

 

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

n/a

n/a

n/a

n/a

n/a

 

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 instrument refers to

Percentage 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

8948814

3.99

 

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

n/a

 

 

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:

The fund manager of this asset is: UBS Asset Management

14. Contact name:

Lorraine Peart

15. Contact telephone number:

0161 301 7143
 

Block Listing Six Monthly Return

03 Jul

Click here to download pdf

Date: 3 July 2017

 
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 2017 To: 30 June 2017
Balance of unallotted securities under scheme(s) from previous return: 646,073
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): 1,000,000
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 611,663
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,034,410
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

 

Voting Rights and Capital

30 Jun
 

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 224,049,495 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (86,247) from those announced on 31 May 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 224,049,495.
 
The above figure (224,049,495) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

30 June 2017

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

Director/PDMR Share Awards

08 Jun
 

RPS Group Plc (the “Company”) announces that on 8 June 2017 an award of shares as a nil cost option was made to John Matheson Douglas, an Executive Director of the Company, under the RPS Group Plc Executive Long Term Incentive Plan (the “ELTIP”). The number of shares to constitute this award was calculated by reference to the average of the Company’s closing share price over the period 5-7 June 2017. The option will be exercisable in three years’ time subject to the rules of the ELTIP and to performance conditions relating to total shareholder return, growth in earnings per share and cash collection. Details of the award are set out in the Notification of Dealing Form found below.

This notification is made in accordance with the Market Abuse Directive.

8 June 2017

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   

NOTIFICATION OF DEALINGS FORM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Matheson Douglas

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Nil cost share option in respect of ordinary shares of 3p each

GB0007594764

b)

Nature of the transaction

Award of a nil cost option over ordinary shares under the RPS Group Plc Executive Long Term Incentive Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 270,324

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

8 June 2017

f)

Place of the transaction

Outside a trading venue

SIP Announcement

05 Jun
 

On 01 June 2017 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 June 2017

  Purchase of Shares on 01 June 2017 £2.765 per share Allotment of Matching Shares 01 June 2017 £2.765 per share Total number of Partnership, Matching and Dividend shares held on 01 June 2017
Gary Young 45 45 21,883
Alan Hearne 45 45 17,973
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

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 223,963,248 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (103,966) from those announced on 28 April 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 223,963,248.
 
The above figure (223,963,248) 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 FCA's Disclosure and Transparency Rules.

31 May 2017

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

SIP Announcement

30 May
 

On 26 May 2017 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:-

30 May 2017

  Purchase of Dividend Shares on 26 May 2017 £2.745 per share Total number of Partnership, Matching and Dividend shares held on 26 May 2017
Gary Young 394 21,793
Alan Hearne 323 17,883
 

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.

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Notification of Transactions of Persons Discharging Managerial Responsibilities

19 May
 

RPS Group Plc (the “Company”) was advised on 19 May 2017 that Kenneth Lever purchased 40,000 ordinary shares of the Company at a price of 268.9614p.
 
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kenneth Lever

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of 3p

GB0007594764

b)

Nature of the transaction

Acquisition of ordinary shares of 3p

c)

Price(s) and volume(s)

Price(s): 268.9614p
Volume(s): 40,000

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

19 May 2017

f)

Place of the transaction

XLON
London Stock Exchange, Main Market

19 May 2017

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   

Chief Executive Succession

18 May
 

RPS announces that Dr Alan Hearne will retire from his role as Chief Executive of RPS shortly after the publication of the Group’s half year results in August and that he will step down from the Board on 31 August 2017. John Douglas will be joining RPS and its Board on 1 June 2017 and following a period of transition will become Chief Executive on Alan’s retirement from the role. Following his retirement Alan will be available to provide consulting advice to the Board until August 2018.

Alan joined RPS in 1978 becoming a director in 1979. He was appointed as Chief Executive in 1981 and was instrumental in successfully developing RPS into a highly respected international consultancy in the built and natural environment markets. RPS currently employs over 5,000 people in diverse locations throughout the world. Through a combination of organic growth and an acquisition strategy Alan led the development of a strongly profitable and cash generative group. During this time, RPS Group’s revenue has grown from £1 million at time of IPO in 1987, to almost £600m in 2016.

John Douglas has had a career in strategic and operational management on an international scale. Most recently, John was Chief Executive of Coffey International Limited, an Australian listed business operating in similar markets to RPS, until its successful sale to Tetra Tech Inc. in February 2016. Prior to joining Coffey in 2011, John spent 15 years with Boral, the international building materials group, latterly as Divisional Managing Director in Australia. John was previously a consultant with Boston Consulting Group. In his early career, he worked for engineering companies in Australia and the UK. John is a civil engineer from Adelaide University and has an MBA from London Business School. He will be based in the UK.

The only public company of which John Douglas has been a director over the last five years is Coffey International Limited in Australia. There are no other matters requiring disclosure pursuant to paragraph 9.6.13 of the Listing Rules.

Ken Lever, Group Chairman said:

“Over the years, Alan has contributed enormously to the development of RPS and the creation of value for shareholders and his presence in the business will be greatly missed. We wish him well in his retirement.

I am delighted to welcome John Douglas to the Group. John’s background is highly complementary to RPS’s business operations and the Board is confident that he will provide the future direction for RPS in its next stage of growth and development.”

18 May 2017

Enquiries:  

RPS Group plc
Tel: 01494 260808/
Ken Lever, Chairman 07710 147282

Instinctif Partners
 
Justine Warren
Matthew Smallwood
Tel: 020 7457 2020
   

The above announcement contains inside information for the purposes of the Market Abuse Regulation.

The information set out below is provided in accordance with section 430 (2) (b) of the Companies Act 2006.

Alan Hearne has a service agreement with the Company incorporating a twelve month rolling notice period. On retirement from the Board he will receive a payment in lieu of notice equal to the value of six months' salary, pension contributions and contractual benefits, resulting in a total payment of £372,875. In addition he will be retained by the Company as a consultant for a period of twelve months at remuneration equal to his current basic salary of £581,400.

Dr Hearne will be treated as a good leaver for purposes of the executive incentive plans in which he currently participates and the following specific arrangements will apply.

(i) Dr Hearne participated in the RPS Group Plc Bonus Plan in respect of the year to 31 December 2016 and in line with performance for that year an award of 91,959 deferred shares was made in March 2016. In accordance with the rules of that plan these shares will vest and be available to Dr Hearne on 31 August 2017.

(ii) Dr Hearne is participating in the RPS Group Short Term Annual Bonus Plan in respect of the financial year to 31 December 2017. In respect of that plan relevant performance conditions will be measured at the end of 2017 and subject to those conditions a cash payment pro-rated to the period of service as a director will then be made.

(iii) In March 2017 Dr Hearne received an award of 229,956 shares under the RPS Group Plc Executive Long Term Incentive Plan. In accordance with the original terms of this award relevant performance conditions will be measured three years from the date of grant and the number of shares that may vest in accordance with those conditions will be pro-rated to his period of service as a director over the three year period of the award. The maximum number of shares capable of vesting is 36,751.

RPS is an international consultancy providing advice upon the development and management of the built and natural environment; the planning and development of strategic infrastructure, and the evaluation and development of energy, water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada and Australia Asia Pacific and undertake projects in many other parts of the world.

Board Change

11 May
 

RPS Group Plc is pleased to announce the appointment of Allison Bainbridge as a Non-Executive Director. Allison will join the Board with effect from 1 June 2017, at which time John Bennett will step down as a Non-Executive Director.
 
Allison Bainbridge, since 2011, has been the Group Finance Director of Vp plc (“Vp”), a quoted specialist in the equipment rental business serving international markets including rail, water, construction, civil engineering, house building and oil and gas. Prior to joining Vp, Allison held various senior finance positions with Yorkshire Water and Kelda Group Limited, being Group Finance Director of the latter from 2008 to 2010. Allison is a Chartered Accountant who trained and worked with Price Waterhouse from 1986 to 1992. Allison graduated in economics from Birmingham University and went on to take an MA in economics at Leeds University. On joining the RPS Board, Allison will also become Chair of the Audit Committee.
 
Ken Lever, Group Chairman, commented:

“I would like to thank John for the significant contribution he has made whilst serving on our Board. He has fulfilled his role tirelessly and diligently and his contribution will be greatly missed. I am delighted to welcome Allison to the Board. Allison’s background and business experience equip her well to contribute to the activities of the Board as we continue to develop and grow the value of RPS.”

11 May 2017

There are no matters requiring disclosure pursuant to Listing Rule 9.6.13 in respect of Allison Bainbridge other than her directorship of Vp plc as mentioned above.

For further information, please contact:  

RPS Group plc
 
Ken Lever, Group Chairman Tel: 01235 863 206

Instinctif Partners
 
Justine Warren
Matthew Smallwood
Tel: 020 7457 2020
   

SIP Announcement

03 May
 

On 02 May 2017 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:-

03 May 2017

  Purchase of Shares on 02 May 2017 £2.6525 per share. Allotment of Matching Shares 02 May 2017 £2.6525 per share. Total number of Partnership, Matching and Dividend shares held on 02 May 2017.
Gary Young 47 47 21,399
Alan Hearne 47 47 17,560
 

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.

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

AGM Results

02 May
   

RPS Group plc held its Annual General Meeting on Tuesday 2 May 2017 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

AGM Trading Update

02 May

New Regional Structure Delivering

The Group’s trading in the first quarter of 2017 was materially better than in the equivalent period in 2016. We achieved an encouraging level of organic growth in underlying profit, supported by a reduction in the level of reorganisation costs and continuing currency benefits.

RPS has, since 1 January 2017, been trading in three multi-disciplinary regional businesses; these have operated efficiently and effectively. Fees and segment profit grew, year on year, in the first quarter in each region.

The Board is confident that the momentum generated in the first part of the year will enable the Group to publish Interim Results showing a material improvement on the first half result in 2016. This will provide a solid platform to deliver good results in the full year, even though we benefited in the second half of 2016 from the recovery of significant bad debts previously written off.

Net bank debt at the end of March was £84.4 million (31 December 2016: £83.4 million) and leverage was 1.4 (31 December 2016: 1.6). Work has started to identify acquisition opportunities, primarily in the US, but we are open to opportunities in our other regional businesses.

2 May 2017

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

RPS is an international consultancy providing advice upon the development and management of the built and natural environment; the planning and development of strategic infrastructure, and the evaluation and development of energy, water and other resources. Our main offices are in the UK, Ireland, the Netherlands, Norway, the USA, Canada and Australia Asia Pacific. We undertake projects in many other parts of the world.

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 Board of RPS considers market expectations are best defined by the range of forecasts for PBTA published by analysts who consistently follow the Group. Nothing in this announcement should be construed as a profit forecast.

Voting Rights and Capital

28 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 223,859,282 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (67,864) from those announced on 31 March 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 223,859,282.
 
The above figure (223,859,282) 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 FCA's Disclosure and Transparency Rules.

28 April 2017

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

Effects of changes to segmentation

21 Apr
 

On 2 March, in the results announcement for the year ended 31 December 2016, we reported that the Board had decided that, from 1 January 2017, the Group would operate and report three multi-disciplinary regional segments: Australia Asia Pacific (“AAP”), which has been in existence since 2013, Europe and North America. The latter two have been formed by combining Built and Natural Environment (“BNE”): Europe with the Europe, Africa and Middle East (“EAME”) component of Energy and BNE: North America with the North America component of Energy.
 
The effect of these changes on the segment results for the year ended 31 December 2016 and on the six months ended 30 June 2016 is given below in notes 1 and 2 respectively.

21 April 2017

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive
Gary Young, Finance Director
Tel: 01235 863 206

Instinctif Partners
 
Justine Warren
Matthew Smallwood
Tel: 020 7457 2020

RPS is an international consultancy providing advice upon the development and management of the built and natural environment; the planning and development of strategic infrastructure, and the evaluation and development of energy, water and other resources. Our main offices are in the UK, Ireland, the Netherlands, Norway, the USA, Canada and Australia Asia Pacific. We undertake projects in many other parts of the world.

Note 1
Segment results for the year ended 31 December 2016 as restated

   £000’s Fees Expenses Intersegment
revenue
External
revenue
  
Europe 307,671 42,406 (1,603) 348,474
North America 98,560 9,722 (323) 107,959
AAP 130,140 8,439 (541) 138,038
Group eliminations (2,075) (392) 2,467 -
Total 534,296 60,175 - 594,471

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
Europe 42,120 (3,289) 38,831
North America 10,623 (1,079) 9,544
AAP 15,481 (1,246) 14,235
Total 68,224 (5,614) 62,610


Segment results for the year ended 31 December 2016 as originally presented

  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 269,029 36,166 (714) 304,481
  BNE - North America 65,382 6,398 (160) 71,620
  Energy 71,490 9,327 (485) 80,332
  AAP 130,140 8,439 (541) 138,038
  Group eliminations (1,745) (155) 1,900 -
  Total 534,296 60,175 - 594,471

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
  BNE - Europe 35,598 (460) 35,138
  BNE - North America 8,156 (305) 7,851
  Energy 8,989 (3,603) 5,386
  AAP 15,481 (1,246) 14,235
  Total 68,224 (5,614) 62,610


Detailed reclassification for the year ended 31 December 2016


  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
Europe 38,642 6,240 (889) 43,993
North America 33,178 3,324 (163) 36,339
Energy (71,490) (9,327) 485 (80,332)
AAP - - - -
Central (330) (237) 567 -
Total - - - -

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
Europe 6,522 (2,829) 3,693
North America 2,467 (774) 1,693
Energy (8,989) 3,603 (5,386)
AAP - - -
Total - - -

Note 2
Segment results for the six months ended 30 June 2016 as restated


   £000’s Fees Expenses Intersegment
revenue
External
revenue
  
Europe 151,363 20,406 (835) 170,934
North America 47,312 5,052 (187) 52,177
AAP 63,171 5,358 (209) 68,320
Group eliminations (1,042) (189) 1,231 -
Total 260,804 30,627 - 291,431

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
Europe 17,093 (2,452) 14,641
North America 5,339 (448) 4,891
AAP 7,344 (1,037) 6,307
Total 29,776 (3,937) 25,839


Segment results for the six months ended 30 June 2016 as originally presented

  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 131,205 17,332 (275) 148,262
  BNE - North America 31,957 3,675 (81) 35,551
  Energy 35,300 4,327 (329) 39,298
  AAP 63,171 5,358 (209) 68,320
  Group eliminations (829) (65) 894 -
  Total 260,804 30,627 - 291,431

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
  BNE - Europe 16,751 (383) 16,368
  BNE - North America 4,753 (151) 4,602
  Energy 928 (2,366) (1,438)
  AAP 7,344 (1,037) 6,307
  Total 29,776 (3,937) 25,839


Detailed reclassification for the six months ended 30 June 2016

  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
Europe 20,158 3,074 (560) 22,672
North America 15,355 1,377 (106) 16,626
Energy (35,300) (4,327) 329 (39,298)
AAP - - - -
Central (213) (124) 337 -
Total - - - -

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
Europe 342 (2,069) (1,727)
North America 586 (297) 289
Energy (928) 2,366 1,438
AAP - - -
Total - - -

SIP Announcement

05 Apr
 

On 04 April 2017 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 April 2017

  Purchase of Shares on 04 April 2017 £2.5725 per share. Allotment of Matching Shares 04 April 2017 £2.5725 per share. Total number of Partnership, Matching and Dividend shares held on 04 April 2017.
Gary Young 48 48 21,305
Alan Hearne 49 49 17,466
 

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.

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Voting Rights and Capital

31 Mar
 

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 223,791,418 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (213,286) from those announced on 28 February 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 223,791,418.
 
The above figure (223,791,418) 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 FCA's Disclosure and Transparency Rules.

31 March 2017

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

Block Listing Application

22 Mar
 

RPS Group PLC (“RPS” or the “Company”) announces that a block listing application has been made for a total of 1,000,000 ordinary shares of 3 pence each in the Company to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange.
 
1,000,000 ordinary shares of 3 pence each will be blocklisted pursuant to the Company’s Share Incentive Plan, Performance Share Plan, Short Term Annual Bonus Plan and Executive Long Term Incentive Plan schemes.
 
Admission is expected to become effective on 23 March 2017.
 
The shares will be issued fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company.

22 March 2017

ENQUIRIES  
RPS Group plc  
Nick Rowe, Company Secretary Tel: 01235 438 016
   

Director/PDMR Share Awards

10 Mar
 

RPS Group Plc (the “Company”) announces that on 9 March 2017 awards of shares as nil cost options were made to Alan Hearne and Gary Young, both Executive Directors of the Company, under the RPS Group Plc Executive Long Term Incentive Plan (the “ELTIP”). The number of shares to constitute these awards was calculated by reference to the average of the Company’s closing share price over the period 6-8 March 2017. The options will be exercisable in three years’ time subject to the rules of the ELTIP and to performance conditions relating to total shareholder return, growth in earnings per share and cash collection. Details of the awards are set out in the Notification of Dealing Forms found below.
 
In addition on 9 March 2017 awards of shares as nil cost options were made to Alan Hearne and Gary Young under the RPS Group Plc Bonus Plan (the “Plan”). The number of shares to constitute these awards was also calculated by reference to the average of the Company’s closing share price over the period 6-8 March 2017. These awards relate to deferral of bonus earned under the Plan in respect of the year-ended 31 December 2016 and subject to the rules of the Plan will be exercisable in two years time. Details of these awards are also set out in the Notification of Dealing Forms set out below.
 
This notification is made in accordance with the Market Abuse Directive.

10 March 2017

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 863 206
   

NOTIFICATION OF DEALINGS FORM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Alan Hearne

2

Reason for the notification

a)

Position/status

Group Chief Executive

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Nil cost share option in respect of ordinary shares of 3p each

GB0007594764

b)

Nature of the transaction

Award of a nil cost option over ordinary shares under the RPS Group Plc Executive Long Term Incentive Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 229,956

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

9 March 2017

f)

Place of the transaction

Outside a trading venue



NOTIFICATION OF DEALINGS FORM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Nil cost share option in respect of ordinary shares of 3p each

GB0007594764

b)

Nature of the transaction

Award of a nil cost option over ordinary shares under the RPS Group Plc Executive Long Term Incentive Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s):153,265

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

9 March 2017

f)

Place of the transaction

Outside a trading venue



NOTIFICATION OF DEALINGS FORM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Alan Hearne

2

Reason for the notification

a)

Position/status

Group Chief Executive

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Nil cost share option in respect of ordinary shares of 3p each

GB0007594764

b)

Nature of the transaction

Award of a nil cost option over ordinary shares under the RPS Group Plc Bonus Plan by way of deferral of bonus

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s):91,959

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

9 March 2017

f)

Place of the transaction

Outside a trading venue



NOTIFICATION OF DEALINGS FORM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gary Young

2

Reason for the notification

a)

Position/status

Group Finance Director

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

RPS Group Plc

b)

LEI

213800BHEVF3ZB6NG750

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Nil cost share option in respect of ordinary shares of 3p each

GB0007594764

b)

Nature of the transaction

Award of a nil cost option over ordinary shares under the RPS Group Plc Bonus Plan by way of deferral of bonus

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s)25,610

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

9 March 2017

f)

Place of the transaction

Outside a trading venue

TR-1: Notification of Major Interest in Shares - Norges Bank

10 Mar
 

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

RPS GROUP PLC
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:

Norges Bank

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

N/A

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

08 March 2017

6. Date on which issuer notified:

09 March 2017

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

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

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

6,252,818

6,252,818

6,985,597

6,985,597

3.12 %

 

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

n/a

n/a

n/a

n/a

n/a

 

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 instrument refers to

Percentage 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

6,985,597

3.12 %

 

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

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:

Philippe Chiaroni

15. Contact telephone number:

+4724073297
 

RPS Group Plc 2016 Annual Report and Accounts

08 Mar
 

RPS Group Plc 2016 Annual Report and Accounts
 
RPS Group Plc (the ‘Company’) announces that as from today a copy of its Annual Report and Accounts for the year ended 31 December 2016 is available on its website at www.rpsgroup.com.
 
The Company expects to mail a copy of the Report and Accounts together with its Notice of Annual General Meeting to shareholders on or around 24 March 2017.
 
The Report and Accounts have been submitted, and the Notice of Annual General Meeting together with the related form of proxy will when issued be submitted, to the Financial Conduct Authority electronically via the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

8 March 2017

ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

SIP Announcement

03 Mar
 

On 01 March 2017 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:-

03 March 2017

  Purchase of Shares on 01 March 2017 £2.54 per share Allotment of Matching Shares 01 March 2017 £2.54 per share Total number of Partnership, Matching and Dividend shares held on 01 March 2017
Gary Young 50 50 21,209
Alan Hearne 49 49 17,368
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Results for the Year Ended 31 December 2016

02 Mar
   

Significantly improved performance in second half. Strong cash conversion. Net debt and leverage reduced substantially from Interim position. Dividend maintained.

 
  2016 2015 2015
(constant
currency)
  Revenue (£m) 594.5 567.0 611.1
  Fee income (£m) 534.3 506.1 545.6
  PBTA(1) (£m) 50.7 51.8 57.2
  Adjusted earnings per share(2) (basic) (p) 16.60 16.57 18.31
  Total dividend per share (p) 9.74 9.74 9.74
  Statutory profit before tax (£m) 32.8 9.9 10.4
  Statutory earnings per share (basic) (p) 11.35 3.11 3.32
 

(1) PBTA is profit before tax, amortisation and impairment of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation and impairment of acquired intangibles and transaction related costs and the related tax.
(3) 2015 results restated at 2016 currency rates.

Key Points

PBTA: £50.7 million (2015: £51.8m) after £5.6 million (2015: £2.0m) reorganisation costs;

EPS (adjusted, basic) 16.60p (2015: 16.57p);

Statutory profit before tax £32.8m (2015: £9.9m);

H2 PBTA £30.5 million; H1 PBTA £20.2 million;

Energy trading improved in H2, 10.7% trading margin;

Energy bad debt provision reversal of £4.2 million in H2;

results on consolidation boosted £3.7m by weak sterling;

non oil and gas businesses across the Group generally traded well;

project management activities proving resilient and flexible;

acquisitions made in 2014/15/16 integrated and contributed well; provided significant re-positioning of Group activities;

strong cash conversion (117%);

year end net debt £83.4 million (June 2016: £95.0 million); leverage 1.6 (June 2016: 2.2);

full year dividend held at 2015 level: 9.74 pence.

 

Alan Hearne, CEO, commented:

“The Group’s long term strategy of building a diverse international business has enabled RPS to produce a creditable result despite the significant impact of the worst downturn the global oil and gas sector has experienced. Our operating cash flow was once again strong and our balance sheet strengthened significantly in the second half.

In order to reflect the changing mix of the business our regional Energy activities have been merged with our BNE businesses to form 2 new multi-disciplinary regional businesses. Our experience of doing this in AAP in 2013 has been positive and we expect the new Europe and N. America segments to benefit from being integrated in the same way.

The Board believes the new regional structure provides a platform to enable the Group to return to growth in 2017.”

2 March 2017

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

RPS is an international consultancy providing independent advice upon: the development and management of the built and natural environment, the planning and development of strategic infrastructure and the evaluation and development of energy, water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group has been a constituent of the FTSE4Good index since its inception in 2001.

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

Results

PBTA for the full year was £50.7 million (2015: £51.8 million; £57.2 million on a constant currency basis). Energy and other businesses exposed to the oil and gas sector suffered a significant downturn, resulting from a further substantial contraction in expenditure by our clients, responding to the collapse in the oil price early in the year. However, our businesses not involved in that sector generally performed well and enabled the Group as a whole to produce a result well above expectations. The Group tax rate on PBTA was 27.7% (2015: 29.6%). Adjusted basic earnings per share were 16.60 pence (2015: 16.57 pence; 18.31 pence on a constant currency basis).

Sterling weakened during the year, particularly following the UK referendum in June 2016. This provided a significant benefit when our overseas earnings were consolidated into the Group results. PBTA in 2016 would have been £3.7m lower had 2015 exchange rates been repeated.

 

Segment Contribution

The acquisitions made in recent years have contributed materially to a shift of emphasis in the Group’s performance away from the Energy sector. The scale of the downturn in this sector is unprecedented and the impact on our Energy business and, consequently, the Group has been dramatic. Energy contributed £35 million segment profit in 2014, £11 million in 2015, and only £5.4 million in 2016.

We committed c.£126 million to acquisitions in 2014-2016, none with direct exposure to oil and gas markets. This brought new activities and geographies into the Group with an aggregate run rate profit at time of completion of each transaction of £22 million. Whilst it is difficult to establish precisely their contribution, because these businesses have been integrated with appropriate parts of the Group, they have continued to grow, contributing an estimated £29 million of segment profit in the year. This move away from oil and gas sector activities materially assisted the Group maintain its profits and demonstrates clearly the value of this part of our strategy.

The contribution of the Group’s four segments in 2016 was:

 
Segment Profit* (£m) 2016 2015 2015
(constant currency)
 
  Built and Natural Environment: Europe 35.1 30.3 31.7
                                                         : North America 7.9 10.6 12.0
 
  Energy 5.4 10.9 11.9
 
  Australia, Asia Pacific ("AAP") 14.2 12.1 13.9
 
  Total 62.6 63.9 69.5

*after reorganisation costs.

Both our BNE businesses were exposed to oil and gas client projects. The oil and gas component in Europe was small contributing about 2% of fees and segment profit in the year and primarily focussed in Norway. In North America the contribution was greater, about 30% of fees and 17% profit; we have in place a strategy to diversify this business further, as has been achieved in AAP. Our resources businesses in AAP contributed about 20% of total AAP fees in the year and 5% segment profit. The contribution from these markets to total Group segment results in 2016 was about 23% in respect of fees and 12% in respect of segment profit. In 2014 the equivalent proportions were 54% and 62%. Despite this reduction we retain effective capability in the oil and gas and resources sectors and should benefit from any sustained recovery in these markets.

Cash Flow, Funding and Dividend

Our conversion of profit into cash was again strong at 117%. We funded acquisition investment of £35.1 million in the period, including £23.7 million deferred consideration from acquisitions made in prior years. Net bank borrowings at 31 December 2016 were £83.4 million (31 December 2015: £78.8 million). Deferred consideration of up to £13.4 million is payable in 2017, leaving only £1.6 million remaining to be paid, in 2018.

Since July 2015 we have had in place a five year £150 million revolving credit facility with Lloyds Bank plc and HSBC Bank plc. In addition, over 4 years remain on the £30.0 million and $34.1 million fixed term, fixed rate notes issued through Pricoa in 2014. Our interest cover at 31 December was 11.8 times, well above the bank covenant of 4.0 times. The Board indicated in the 2016 Interim Results announcement that it had decided to take a more cautious approach to investment in acquisitions because leverage, (being the ratio of net bank debt plus deferred consideration to annualised EBITDAS), had reached 2.2, even though it was well below the bank covenant of 3.0. Our leverage at 31 December had reduced to 1.6 (December 2015: 1.6). Assuming this position can be maintained or further reduced, as seems likely, during 2017, the Board would be comfortable about making further investments in suitable businesses.

The Board remains confident about the Group’s financial strength and is recommending a final dividend of 5.08 pence (2015: 5.08 pence), payable on 19 May 2017 to shareholders on the register on 21 April 2017. If approved by shareholders this would result in a full year dividend of 9.74 pence, unchanged from 2015.

Markets and Trading

Built and Natural Environment (BNE)

BNE: Europe

Within this business we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors and also have a modest exposure to the oil and gas sector in Norway. It delivered a very good result in the period, with an improved performance in the second half.

 
  2016 2015 2015
(constant
currency)
  Fee income (£m) 269.0 222.4 234.6
  Segment profit* (£m) 35.1 30.3 31.7
  Margin (%) 13.1 13.6 13.5

* after reorganisation costs: 2016 £0.5m; 2015 £0.5m.

Those activities which assist clients develop new capital projects, particularly our planning and development business in the UK and Ireland, continued to benefit both from good market conditions and client confidence. Our clients’ investment activity did not appear to change materially in the second half as a result of the UK EU referendum. The integration of DBK, project management consultants, (acquired in April 2016) into this part of the business has been successful.

Those activities exposed to operational environments continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets. This was particularly the case in the Netherlands, where our businesses experienced significant pricing pressure. Our water business in the UK, however, benefited from its strong market presence and once again performed well.

This segment includes the Group’s Norwegian business: the process of integrating OEC (acquired November 2013) and Metier (acquired April 2015) to form that country’s leading project management consultancy has moved forward significantly. This helped the business manage the adverse impact from the downturn in the oil and gas sector in that country.

The UK decision to leave the EU could cause disruption to Group activities if our clients decide to change their investment plans. It currently appears, however, that there will be no significant short term effect. The Board believes this segment is capable of delivering further growth in 2017.

BNE: North America

This business was formed in 2013 from parts of our North American Energy business providing advice in respect of infrastructure required by Energy clients. As a result, it still has a significant exposure to the oil and gas sector. This exposure held back progress as clients reduced and delayed expenditure. This impacted both fee income and margin.

 
  2016 2015 2015
(constant
currency)
  Fee income (£m) 65.4 58.7 66.4
  Segment profit* (£m) 7.9 10.6 12.0
  Margin (%) 12.0 18.0 18.1

* after reorganisation costs: 2016 £0.3m; 2015 £0.2m.

The acquisition of Iris, based in San Francisco, in October 2015 continued the process of diversifying into more traditional environmental consultancy activities. Following integration, it is now working successfully with GaiaTech (acquired May 2014), which operates from Chicago in a similar market. Klotz (acquired February 2015) performed well in the infrastructure market in Texas. This shows the strength and value of our diversification strategy and the speed at which it can reposition our activities.

A low level of activity and continuing uncertainty in our energy focussed businesses is likely to hold back the performance in 2017, particularly in Canada where the market is particularly sluggish. However, our non-oil and gas activities now form the majority of our business, giving us a platform from which to achieve growth. This may over time be supported by the additional infrastructure investment being proposed by the new administration. Developing our business in the environmental, infrastructure and project management markets remains a Group priority and is likely to be a focus of attention when we resume acquisition activity.

Energy

We continue to provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, USA and Canada. The activity levels in this market declined at an unexpected pace in the first few months of 2016 and remained uncertain during much of the rest of the year. Some stability seemed to emerge towards the end of the period. The 2015 result included a £7.0 million provision for doubtful debts. Towards the end of 2016 a significant proportion of the debt provided was recovered, resulting in the reversal of provisions totalling approximately £4.2 million.

 
  2016 2015 2015
(constant
currency)
  Fee income (£m) 71.5 123.0 129.3
  Segment profit* (£m) 5.4 10.9 11.9
  Margin (%) 7.5 8.9 9.2

* after reorganisation costs: 2016 £3.6m; 2015 £0.9m

Responding to the reduction in the volume of work available we reduced permanent headcount a further 33%, on top of the 19% reduction in 2015. At the same time staff were grouped into a smaller number of core offices. Reorganisation costs of £3.6 million were incurred in the year, mainly in the first half (£2.6 million). We also significantly reduced our use of external sub-consultants. This enabled the business to perform far better in the second half producing a profit of £7.8 million, after a recovery of £4.2 million of debts previously provided for. Excluding both bad debt recovery and reorganisation costs, in the second half, the business produced a trading margin of 10.7%.

On 1 January 2017 the EAME component of Energy was merged with BNE: Europe and the North American component merged with BNE: North America. Although the oil and gas markets remain uncertain the second half performance suggests the regional Energy businesses will contribute positively to both these new segments.

Australia Asia Pacific (“AAP”)

This business is a combination of the former BNE: AAP and the AAP component of Energy. They were brought together in 2013 to help counter the impact of the slowdown in the resources sector by focusing more upon the buoyant infrastructure sector. This strategy is working well. We also continue to benefit from the development of our project management capability, supported by the acquisition of Point in 2014 and EIG in 2015, both of which performed well in 2016.

 
  2016 2015 2015
(constant
currency)
  Fee income (£m) 130.1 104.2 117.5
  Segment profit* (£m) 14.2 12.1 13.9
  Margin (%) 10.9 11.6 11.8

* after reorganisation costs: 2016 £1.2m; 2015 £0.4m.

Our resources businesses in Western Australia were faced with a shrinking market that deteriorated further in the second half. As a result, it produced a significantly reduced contribution compared with 2015. We further reduced our cost base and were able to relocate from our main office in Perth to smaller premises. This involved a significant, but non recurring, reorganisation cost. Our businesses on the east coast, particularly those involved in the management of major infrastructure projects and private sector development continued to operate successfully. Our work for a growing number of Federal Government agencies also continued to expand.

Our activities on the east coast give us confidence that the business as a whole has a good platform to achieve further growth.

Strategy and Group Prospects

As a result of the further significant change in the relative scale and contribution of the Group’s businesses, and the changing nature of the global energy market, the Board has decided that, from 1 January 2017, the Group would operate and report three multi-disciplinary regional segments: AAP, which has been in existence since 2013, Europe and North America. The latter two have been formed by combining BNE: Europe with the EAME component of Energy and BNE: North America with the North America component of Energy. Our experience of reorganising this way in AAP has been positive and we expect the new Europe and North America segments to benefit also.

In recent years our acquisitions in both Norway and Australia have been directed towards project management consultancy, particularly in respect of large scale infrastructure projects. We see this as an important new activity for the Group; it reduces our dependency on the resources sectors and provides a more flexible business model than some of our technical businesses in other sectors. This strategy can be developed further in all the territories in which we operate. DBK, acquired in April 2016 in the UK, is an illustration of this. Further expansion in this market internationally is an attractive opportunity.

The Board believes the Group’s new regional structure provides the platform to enable RPS to return to growth in 2017. Assuming such growth and leverage remaining at the current level or reducing further, as seems likely, there would be flexibility to consider resuming progressive dividends and investments in “bolt on” acquisitions to provide additional growth in 2018.

Board of Directors
RPS Group plc
2 March 2017




 
Consolidated income statement
  Notes year ended
31
December
year ended
31
December
  £000’s   2016 2015
 
  Revenue 2 594,471 566,972
  Recharged expenses 2 (60,175) (60,862)
  Fee income 2 534,296 506,110
 
  Operating profit before amortisation of acquired intangibles and
  transaction related costs
2 55,877 56,845
  Amortisation of acquired intangibles and transaction related costs 3 (17,890) (41,940)
  Operating profit   37,987 14,905
 
  Finance costs 4 (5,331) (5,232)
  Finance income 4 158 182
 
  Profit before tax, amortisation of acquired intangibles and
  transaction related costs
  50,704 51,795
 
  Profit before tax   32,814 9,855
 
  Tax expense 5 (7,733) (3,013)
  Profit for the year attributable to equity
  holders of the parent
  25,081 6,842
 
 
  Basic earnings per share (pence) 6 11.35 3.11
 
  Diluted earnings per share (pence) 6 11.29 3.09
 
  Adjusted basic earnings per share (pence) 6 16.60 16.57
 
  Adjusted diluted earnings per share (pence) 6 16.51 16.47
 
Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
  £000’s 2016 2015
 
  Profit for the year 25,081 6,842
  Exchange differences* 41,429 (9,181)
  Actuarial gains and losses on re-measurement of defined benefit pension liability (261) 234
  Tax on re-measurement of defined benefit pension liability 65 (63)
  Total recognised comprehensive income for the year attributable to
  equity holders of the parent
66,314 (2,168)
  * May be reclassified to profit or loss in accordance with IFRS    
 

 

 
Consolidated balance sheet
    as at
31 December
as at
31 December
  £000’s Notes 2016 2015
  Assets
    Non-current assets:
    Intangible assets   455,508 416,658
    Property, plant and equipment   28,448 26,504
    Deferred tax asset   5,953 4,281
    489,909 447,443
    Current assets:
    Trade and other receivables   165,604 157,430
    Cash at bank   16,503 17,801
  182,107 175,231
  Liabilities
    Current liabilities:  
    Borrowings   36 525
    Deferred consideration 10 13,376 20,383
    Trade and other payables   125,165 112,309
    Corporation tax liabilities   4,472 4,014
    Provisions   1,809 1,161
  144,858 138,392
    Net current assets   37,249 36,839
    Non-current liabilities:  
    Borrowings   99,886 96,055
    Deferred consideration 10 1,634 9,890
    Other payables   2,496 2,162
    Deferred tax liability   10,045 10,043
    Provisions   1,790 1,642
    115,851 119,792
    Net assets   411,307 364,490
 
  Equity
    Share capital   6,703 6,667
    Share premium   114,353 112,026
    Other reserves 7 40,898 1,149
    Retained earnings   249,353 244,648
    Total shareholders’ equity   411,307 364,490
 
Consolidated cash flow statement
    year ended 31
December
year ended 31
December
  £000’s Notes 2016 2015
 
  Cash generated from operations 8 78,253 92,628
  Interest paid   (5,077) (6,021)
  Interest received   158 182
  Income taxes paid   (11,057) (11,737)
  Net cash from operating activities   62,277 75,052
 
  Cash flows from investing activities:
  Purchases of subsidiaries net of cash acquired   (6,557) (35,354)
  Deferred consideration   (23,672) (16,568)
  Purchase of property, plant and equipment   (8,130) (7,963)
  Proceeds from sale of property, plan and equipment   225 465
  Net cash used in investing activities   (38,134) (59,420)
 
  Cash flows from financing activities:  
  Proceeds from issue of share capital   (5) -
  Proceeds from bank borrowings   (6,921) 4,831
  Payment of finance lease liabilities   (47) (66)
  Dividends paid   (21,613) (19,973)
  Payment of pre-acquisition dividend   (850) (169)
  Net cash used in financing activities   (29,436) (15,377)
 
  Net (decrease)/increase in cash and cash equivalents   (5,293) 255
 
  Cash and cash equivalents at beginning of year   17,322 17,046
  Effect of exchange rate fluctuations   4,474 21
 
  Cash and cash equivalents at end of year   16,503 17,322
 
 
  Cash and cash equivalents comprise:
  Cash at bank 8 16,503 17,801
  Bank overdraft 8 - (479)
  
  Cash and cash equivalents at end of year   16,503 17,322
 
Consolidated statement of changes in equity
  
  £000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
  
  At 1 January 2015 6,640 110,100 256,386 11,551 384,677
  Total comprehensive income - - 7,013 (9,181) (2,168)
  Issue of new ordinary shares 27 1,926 (730) (1,221) 2
  Share based payment expense - - 1,889 - 1,889
  Tax recognised directly in equity - - 63) - 63
  Dividends paid - - (19,973) - (19,973)
  At 31 December 2015 6,667 112,026 244,648 1,149 364,490
  Total comprehensive income - - 24,885 41,429 66,314
  Issue of new ordinary shares 36 2,327 (688) (1,680) (5)
  Share based payment expense - - 2,184 - 2,184
  Tax recognised directly in equity - - (63) - (63)
  Dividends paid - - (21,613) - (21,613)
  At 31 December 2016 6,703 114,353 249,353 40,898 411,307
 

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 31 December 2016 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

During the year, the Group has applied IFRS 10 (amended), IFRS 12 (amended) and IAS 28 “Investment Entities: Applying the Consolidation Exception”, IFRS 11 (amended) “Accounting for Acquisitions of Interests in Joint Operations”, IAS 1 (amended)“Disclosure Initiatives” and IAS 16 (amended) and IAS 38 (amended) “Depreciation and Amortisation”. Their adoption has not had a material impact on the disclosures or amounts reported in these accounts. Otherwise, the Group has prepared these accounts on the same basis as the 2015 Report and Accounts.

Throughout this document the Group defines and presents various non-GAAP performance measures. The measures presented are those adopted by management and analysts who follow us in assessing the performance of the business. Our principal non-GAAP measure is profit before tax, amortisation and impairment of acquired intangibles and transaction related costs (PBTA). We adjust for amortisation and impairment of acquired intangible assets as they are non-cash items and their measurement is based on estimates of asset lives and fair values at acquisition where underlying assumptions are subjective in nature. We adjust for acquisition related costs as they not dependent on the underlying performance of the business and only incurred when acquisitions arise.

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, project management, the management of water resources, oceanography, 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 North America.

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 mainly to the oil and gas sector.

Australia Asia Pacific (“AAP”)– in the AAP region there is a single board that manages the BNE and Energy services that we provide in that region. Accordingly the results of this business are reported as a separate segment.

Certain central costs are not allocated to the segments because they predominantly relate to the stewardship of the Group. They include the costs of the main board and the Group finance and marketing functions and related IT costs. These costs are included in the category “unallocated expenses”.

“Segment profit” is defined as statutory profit before tax adjusted for interest, amortisation and impairment of acquired intangibles, transaction related costs and unallocated expenses.

“Underlying profit” is defined as segment profit before reorganisation costs.

“Reorganisation costs” comprises costs and income arising as a consequence of reorganisation such as redundancy costs, profit or loss on disposal of plant, property and equipment, the costs of consolidating office space and rebranding costs.

Segment results for the year ended 31 December 2016

 
   £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 269,029 36,166 (714) 304,481
  BNE - North America 65,382 6,398 (160) 71,620
  Energy 71,490 9,327 (485) 80,332
  AAP 130,140 8,439 (541) 138,038
  Group eliminations (1,745) (155) 1,900 -
  Total 534,296 60,175 - 594,471
 
  £000’s Underlying
profit
Reorganisation
costs
Segment
Profit
  
  BNE - Europe 35,598 (460) 35,138
  BNE - North Amercia 8,156 (305) 7,851
  Energy 8,989 (3,603) 5,386
  AAP 15,481 (1,246) 14,235
  Total 68,224 (5,614) 62,610
 

Segment results for the year ended 31 December 2015

 
  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 222,437 30,503 (808) 252,132
  BNE - North America 58,672 7,713 (343) 66,042
  Energy 122,971 13,931 (938) 135,964
  AAP 104,153 9,045 (364) 112,834
  Group eliminations (2,123) (330) 2,453 -
  Total 506,110 60,862 - 566,972
 
  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
  BNE - Europe 30,871 (549) 30,322
  BNE - North America 10,741 (166) 10,575
  Energy 11,810 (904) 10,906
  AAP 12,539 (409) 12,130
  Total 65,961 (2,028) 63,933
 
Group reconciliation
  £000’s
2016 2015
  Revenue 594,471 566,972
  Recharged expenses (60,175) (60,862)
  Fee Income 534,296 506,110
  
  Underlying profit 68,224 65,961
  Reorganisation costs (5,614) (2,028)
  Segment profit 62,610 63,933
  Unallocated expenses (6,733) (7,088)
  Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 55,877 56,845
  Amortisation and impairment of acquired intangibles and transaction related costs (17,890) (41,940)
  Operating profit 37,987 14,905
  Finance costs (5,173) (5,050)
  Profit before tax 32,814 9,855
 

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

 
   Revenue    Fees
  £000’s 2016 2015    2016 2015
  UK 220,053 231,094    186,939 198,876
  Australia 134,935 106,167    126,366 97,317
  USA 91,705 102,290    83,486 93,180
  Norway 69,528 48,587    68,129 47,255
  Netherlands 31,759 28,955    26,803 24,231
  Ireland 27,190 23,766    24,585 20,186
  Canada 15,172 18,516    13,927 17,637
  Other 4,129 7,597    4,061 7,428
  Total 594,471 566,972    534,296 506,110
 

3. Amortisation and impairment of acquired intangibles and transaction related costs

 
  £000’s year ended
31 Dec
2016
year ended
31 Dec
2015
  
  Amortisation of acquired intangibles 17,470 20,491
  Impairment of acquired intangibles - 20,040
  Adjustments to consideration payable 187 249
  Transaction costs 233 1,160
  Total 17,890 41,940
 

The impairment of intangible assets in 2015 arose in the following segments as a result of reduced prospects of businesses with exposure to the oil and gas sector:

   £000’s  
  
  Energy 16,612
  BNE:North America 2,927
  AAP 501
  Total 20,040
 

4. Net financing costs

 
  £000’s year ended
31 Dec
2016
year ended
31 Dec
2015
  Finance costs:
  Interest on loans, overdraft and finance leases (3,982) (3,847)
  Amortisation of prepaid financing costs (359) (299)
  Interest on deferred consideration (990) (1,086)
   (5,331) (5,232)
  Finance income:
  Deposit interest receivable 158 182
  Net financing costs (5,173) (5,050)
 

5. Income taxes

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

 
  £000’s year ended
31 Dec
2016
year ended
31 Dec
2015
Current tax:
    UK corporation tax 3,115 1,656
    Overseas tax 7,297 11,300
    Adjustments in respect of prior years (49) (364)
   10,363 12,592
  Deferred tax:
    Origination and reversal of timing differences (2,589) (9,332)
    Effect of change in tax rate (223) (826)
    Adjustments in respect of prior years 182 579
   (2,630) (9,579)
  
  Tax expense for the year 7,733 3,013
  
  Analysis of tax expense/(credit) not included in income for the year:    
  Deferred tax expense/(credit) in other comprehensive income (65) 63
  
  Deferred tax charge/(credit) in equity for the year 63 (63)
 

The effective tax rate for the year on profit before tax is 23.6% (2015: 30.6%). The effective tax rate for the year on profit before tax, amortisation and impairment of acquired intangibles and transaction related costs is 27.7% (2015: 29.6%) as shown in the table below:

 
  
  £000’s 2016 2015
  Total tax expense in Income Statement 7,733 3,013
  Add back:    
  Tax on amortisation and impairment of acquired intangibles and transaction related costs 6,292 12,304
  Adjusted tax charge on the profit for the year 14,025 15,317
  PBTA 50,704 51,795
  Adjusted effective tax rate 27.7% 29.6%

The Group operates in and is subject to tax in many jurisdictions. The weighted average tax rate is derived by weighting the statutory rates in those jurisdictions by the profit before tax earnt there. It is sensitive to the statutory tax rates that apply in each jurisdiction and the geographic mix of profits. The statutory tax rates in our main jurisdictions were UK 20% (2015: 20.25%), Australia 30% (2015: 30%), US 39% (2015: 37%). The 2015 geographic mix of profits was impacted by the impairment of certain intangible assets which was not repeated in 2016. The impact of the change in the tax rates and mix of profits was that the weighted average tax rate increased to 25.1% in 2016 from 24.5% in 2015.

The actual tax charge differs from the amount derived by applying the weighted average rate to the profit before tax for the reasons set out in the following reconciliation:

  
  £000’s 2016 2015
  Profit before tax 32,814 9,855
  Tax at the weighted average rate of 25.1% (2015: 24.5%) 8,240 2,417
  Irrecoverable withholding tax suffered 1,190 934
  Impact of intercompany financing (1,664) (1,403)
  Effect of change in tax ratess (223) (826)
  Other differences 57 1,675
  Adjustments in respect of prior years 133 216
  Total tax expense for the year 7,733 3,013
 

The Group operates, mainly through our Energy businesses, in jurisdictions that impose withholding taxes on revenue earned in those jurisdictions. This tax may be off-set against domestic corporation tax either in the current year or in the future within certain time limits. To the extent that full recovery is not achieved in the current year or is not considered possible in future years the withholding tax is charged to the income statement.

The impact of intercompany financing relates to the funding of US operations. New legislation introduced in the UK in response to the OECD's Base Erosion and Profit Shifting project (BEPS) will apply from 1 January 2017 which will reduce the impact in future.

During the year new legislation in the UK reduced the corporation tax rate by 1% to 17% from April 2020. In Norway the rate reduced by 1% to 24% from 1 January 2017. These changes have resulted in an income statement credit arising from the reduction in the balance sheet carrying value of net deferred tax liabilities to reflect the anticipated rate of tax at which those liabilities are expected to reverse.

Other differences include expenses not deductible for tax purposes such as entertaining, share scheme charges, depreciation of fixed assets which do not qualify for capital allowances and transaction related costs. They also include items that are deductible for tax purposes, such as goodwill and other asset amortisation, but are not included in the income statement. The 2015 other differences are higher than in 2016 as they included the impact of higher transaction costs and the impairment of intangible assets.

 
 

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 2016 2015
  
  Profit attributable to ordinary shareholders 25,081 6,842
  
  Weighted average number of ordinary shares for the
  purposes of basic earnings per share
220,977 220,166
  Effect of employee shares schemes 1,237 1,269
  Diluted weighted average number of ordinary shares 222,214 221,435
  
  Basic earnings per share (pence) 11.35 3.11
  Diluted earnings per share (pence) 11.29 3.09
 

The directors consider that earnings per share before amortisation and impairment 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 year ended
31 Dec
2016
year ended
31 Dec
2015
  
  Profit attributable to ordinary shareholders 25,081 6,842
  Amortisation and impairment of acquired intangibles and transaction related costs (note 3) 17,890 41,940
  Tax on amortisation and impairment of acquired
  intangibles and transaction related costs
(6,292) (12,304)
  Adjusted profit attributable to ordinary shareholders 36,679 36,478
 
  Adjusted basic earnings per share (pence) 16.60 16.57
  Adjusted diluted earnings per share (pence) 16.51 16.47
 

7. Other reserves

 
  £000’s Merger
reserve
Employee
trust
Translation
reserve
Total
  
  At 1 January 2015 21,256 (10,776) 1,071 11,551
  Exchange differences - - (9,181) (9,181)
  Issue of new shares - (1,221) - (1,221)
  At 31 December 2015 21,256 (11,997) (8,110) 1,149
  Exchange differences - - 41,429 41,429
  Issue of new shares - (1,680) - (1,680)
  At 31 December 2016 21,256 (13,677) 33,319 40,898
 

8. Notes to the consolidated cash flow statement

 
   year ended
31 Dec
year ended
31 Dec
  £000’s 2016 2015
 
  Operating profit 37,987 14,905
  Adjustments for:
    Depreciation 8,390 8,101
    Impairment of acquired intangibles - 20,040
    Amortisation of acquired intangibles 17,470 20,491
    Consideration fair value adjustments 187 249
    Share based payment expense 2,184 1,889
    Loss on sale of property, plant and equipment 537 151
  EBITDAS1 66,755 65,826
  Decrease in trade and other receivables 9,522 29,320
  Increase/(decrease) in trade and other payables 1,976 (2,518)
  Cash generated from operations 78,253 92,628
 

1 EBITDAS is earnings before interest, tax, depreciation, amortisation and share scheme costs.

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 2016:

 
  £000’s At 31 Dec
2015
Cash flow Acquisition debt Foreign
exchange
Prepaid arrangement fees At 31 Dec
2016
 
  Cash at bank 17,801 (5,821) 49 4,474 - 16,503
  Overdrafts (479) 479 - - - -
  Cash and cash
  equivalents
17,322 (5,342) 49 4,474 - 16,503
  Bank loans (96,018) 6,921 (4,900) (6,886) 997 (99,886)
  Finance lease creditor (83) 47 - - - (36)
  Net borrowings (78,779) 1,626 (4,851) (2,412) 997 (83,419)
 

The cash balance at 31 December 2016 includes £3,036,000 (2015: £3,640,000) that is restricted in its use, either as security or client deposits.

9. Acquisitions

On 25 April 2016 the Group completed the acquisition of 100% of the issued share capital of DBK Partners Ltd, a UK based property project management consultancy that is included in the BNE-Europe segment. This acquisition broadens and strengthens the services the Group offers.

The Group has allocated provisional fair values to the net assets of DBK as it did not have complete information at the balance sheet date. The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed, the fair value of consideration and the resulting goodwill are as follows:

  £000  
  Intangible assets:              
    Order book 620
    Customer relations 3,160
    Trade names 190
  PPE 131
  Cash 49
  Other assets 3,975
  Other liabilities (8,360)
  Net assets acquired (235)
               
  Satisfied by:              
  Initial cash consideration 6,606
  Fair value of deferred consideration 2,438
  Total consideration 9,044
               
  Goodwill 9,279

Goodwill arising represents the value of the workforce acquired, potential synergies, future contracts and access to new markets. There is no tax deductible goodwill.

The total fair value of receivables acquired was £1,663,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

     
  £000s  
  Gross receivables 1,918
  Estimated irrecoverable (255)
  Fair value of assets acquired 1,663
 

The vendors of DBK have entered into warranty agreements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £1,663,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

The Group incurred acquisition related costs of £420,000 which have been expensed through the income statement and are included within amortisation of acquired intangibles and transaction related expenses.

The contribution of DBK to the Group’s results for the year is given below.

  £000s  
  Revenue 9,501
  Fees 9,108
  Adjusted operating profit* 1,491
  Operating profit 649

* Adjusted operating profit is operating profit before amortisation of acquired intangibles and transaction related expenses.

The proforma Group revenue and operating profit assuming that the acquisition had been completed on the first day of the year would have been £598,703,000 and £38,288,000 respectively.

A reconciliation of the goodwill movement in 2016 in respect of acquisitions made in 2015 and 2016 is given in the table below.

   
  £000s Goodwill at 31 Dec 2015 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 31 Dec 2016
  Klotz 9,372 - - 1,805 11,177
 Metier 13,662 - 503 3,141 17,306
  Iris 5,446 - - 1,050 6,496
  EIG 11,431 - 31 2,138 13,600
  DBK - 9,279 - - 9,279
 

There were no accumulated impairment losses at the beginning or end of the period. No negative goodwill was recognised in 2015 or 2016.

 

10. Deferred consideration

 

  £000’s

As at 31 December 2016 As at 31 December 2015
  Amount due within one year 13,376 20,383
  Amount due between one and two years 1,625 9,708
  Amount due between two and five years 9 182
  Total deferred consideration 15,010 30,273
 

11. Events after the balance sheet date

There were no events arising after the balance sheet date requiring adjustment to the year end results or disclosure.

12.

The financial information set out above does not constitute the Company’s full statutory accounts for the year ended 31 December 2016 for the purposes of section 435 of the Companies Act 2006, but it is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. Statutory accounts for 2015 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor’s report did not contain statements under the Companies Act 2006, s498 (2) or (3).

13.

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 24th March 2017 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, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH./p>

14.

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 macro-economic events occurring beyond our control, such as the effects of the referendum decision for the UK to leave the EU; 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 and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2016

The Directors confirm that to the best of their knowledge:

the financial statements, prepared in accordance with the relevant financial reporting framework, 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;

the Strategic report 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, together with a description of the principal risks and uncertainties that they face and;

the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy.

 

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 223,578,132 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (65,889) from those announced on 31 January 2017 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 223,578,132.
 
The above figure (223,578,132) 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 FCA's Disclosure and Transparency Rules.

28 February 2017

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

TR-1: Notification of Major Interest in Shares - Schroders plc

15 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 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): (Yes) Type 1 disclosure as per Transparency Directive II Regulation

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

Schroders plc

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

Schroder Investment Management Limited

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

13.02.17

6. Date on which issuer notified:

14.02.17

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

Below 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

Direct

Direct

Indirect

Direct

Indirect

Ordinary
GB0007594764

16,118,828

16,118,828

11,237,728

N/A

11,007,728

N/A

4.925%

 

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

n/a

n/a

n/a

n/a

n/a

 

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 instrument refers to

Percentage 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

11,007,728

4.925%

 

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

Schroder Investment Management Limited

11,007,728

4.925%

 

 

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:

This notification is being made based on the legal entity position falling below 5%. Schroders Plc’s position remains as per the previous disclosure dated 08.06.2015. The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 223,512,243.

14. Contact name:

Shaheen Hussain

15. Contact telephone number:

020 7658 6000
 

TR-1: Notification of Major Interest in Shares - Neptune Investment Management Ltd

08 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 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:

Neptune Investment Management Limited

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

N/A

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

6. Date on which issuer notified:

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

Below 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

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

11,338,430

11,338,430

11,138,430

11,138,430

N/A

4.98337%

N/A

 

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

n/a

n/a

n/a

n/a

n/a

 

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 instrument refers to

Percentage 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

11,138,430

4.98337%

 

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

n/a

 

 

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:

N/A

14. Contact name:

Hannah Duncombe

15. Contact telephone number:

02032490198
 

SIP Announcement

03 Feb
 

On 01 February 2017 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:-

03 February 2017

  Purchase of Shares on 01 February 2017 £2.2775 per share Allotment of Matching Shares 01 February 2017 £2.2775 per share Total number of Partnership, Matching and Dividend shares held on 01 February 2017
Gary Young 54 54 21,109
Alan Hearne 55 55 17,270
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Group Results for 2016

02 Feb

The Group’s results for 2016 will be announced on 2 March 2017.

Unaudited management accounts indicate that the Group’s trading result for 2016, as measured by PBTA, approached the level of the 2015 audited result. The second half performance in 2016 was materially better than the first half, having benefited from improved profitability in Energy, significant currency movements and a lower level of reorganisation cost.

The Group’s 2015 result included a £7.0 million provision for doubtful debts in Energy. Towards the end of 2016 a significant proportion of the debt provided was recovered, resulting in the reversal of provisions totalling approximately £4.2m. Even excluding this provision reversal, the Group result was still well above current market expectations.

The Group’s conversion of profit into cash in the year was, once again, strong. Year end net bank debt reduced to about £84 million, from £95 million at the end of June. As a result, year end leverage (net bank debt plus deferred consideration to adjusted ebitda) reduced to approximately 1.6 times, from 2.2 at the end of June. The Board anticipates recommending a final dividend per share which, if approved, would result in an unchanged full year dividend of 9.74 pence.

2 February 2017

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

RPS is an international consultancy providing advice upon the development and management of the built and natural environment; the planning and development of strategic infrastructure, and the evaluation and development of energy, water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada and Australia Asia Pacific and undertake projects in many other parts of the world.

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.

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 223,512,243 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (79,336) from those announced on 23 December 2016 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 223,512,243.
 
The above figure (223,512,243) 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 FCA's Disclosure and Transparency Rules.

31 January 2017

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

SIP Announcement

05 Jan
 

On 03 January 2017 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 January 2017

  Purchase of Shares on 03 January 2017 £2.25 per share Allotment of Matching Shares 03 January 2017 £2.25 per share Total number of Partnership, Matching and Dividend shares held on 03 January 2017
Gary Young 56 56 21,001
Alan Hearne 55 55 17,160
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Block Listing Six Monthly Return

03 Jan

Click here to download pdf

Date: 3 January 2017

 
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 July 2016 To: 31 December 2016
Balance of unallotted securities under scheme(s) from previous return: 1,198,337
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): 552,264
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 646,073
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016