Acquisitions of Mason Richards Partnership (“MRP”) and Bowman Bishaw Gorham Pty Ltd (“BBG”)

RPS, Europe's leading environmental consultancy, announces the acquisition of MRP, a leading consultancy in the planning and development sector in the UK, for a maximum consideration of £25.2 million and the acquisition of BBG, the leading supplier of environmental planning and management services to the oil and gas and property development sectors in Western Australia, for a maximum consideration of £2.9 million.

Introduction

Over the last decade RPS’ strategy has been to enhance our market position by developing our product range, employing highly skilled staff and making acquisitions of quality businesses in order to extend our expertise and geographical presence. Successful implementation of this strategy has enabled us to build a market leading position in our sector, provide the highest quality advice to our clients and rewarding careers to our staff, whilst also growing profits. Trading in the first quarter of 2004 was in line with the Board’s expectations and the acquisitions announced today provide further evidence that the Group’s strategy remains robust and will continue to deliver growth.

MRP (www.mrp.co.uk)

Established over 30 years ago as a partnership, MRP provides a broad range of services to the development industry, including town planning, urban design, architecture, landscape architecture, transport engineering and project management. It has a core staff of approximately 275 based in offices in Wolverhampton, Birmingham and Bristol. MRP acts on behalf of a large number of blue chip clients in the housing, health, education, leisure and retail sectors. MRP will be integrated with the Planning, Transport and Environment Division of RPS, with the design component forming a new sub-division, which will include other elements of the Division’s existing design capabilities.

Recent MRP projects include a major regeneration scheme for the South West Regional Development Authority and Castlemore Securities at Temple Quay, Bristol; a strategic extension of the urban area of Gloucester for Crest Nicholson; a pumping station project for South West Water in Torbay; the development of designs for sustainable housing for a number of house builders and housing associations; the creation of an urban village on the former Jaguar Daimler Engine plant at Coventry and a range of developments for ASDA/Wal-Mart.

In the year ended 31 December 2003 MRP had turnover of £16.9 million and partnership profits of £5.4 million. Employment contracts have been agreed with 11 of the 13 former MRP partners for their employment with RPS; the other two former partners retired at completion. Adjusting the partnership profits by the total employment costs for the partners joining RPS gives rise to a pro forma profit before tax for the year ended 31 December 2003 in the order of £4.0 million.

The maximum total consideration payable for the business and certain assets of MRP is £25.2 million, on a debt free/cash free basis. At completion the vendors received £13.2 million in cash and 2.3 million new RPS shares priced at 114.15 pence and valued at £2.6 million. Assuming certain operational conditions are met, a further £2.3 million in cash will be payable at the first anniversary of the transaction, £3.3 million in cash will be payable on the second anniversary of the transaction and a final tranche of £3.8 million of cash will be payable upon the third anniversary of the transaction.

BBG (www.bbg.com.au)

BBG is located in Perth, Western Australia and operates three business streams; planning and development consultancy; marine consultancy for the oil and gas industry and consultancy in respect of contaminated land and pollution control. Each is managed by one of the three current directors, who are all remaining with the business. Recent clients include Landcorp (the Government development agency), the Department of Planning & Infrastructure, Apache Energy, BHP Petroleum, Chevron Texaco, Woodside Energy and the Department of Environment, Water and Catchment Protection.

The marine expertise of BBG forms an important link to RPS’ Energy Services business provided in Perth by Hydrosearch (acquired September 2003) and Troy Ikoda (acquired March 2004). Together these businesses will have a permanent staff of about 65 in Perth as well as employing a range of specialist sub-consultants. This will comprise the largest technical advisory team to the oil and gas sector in Western Australia, which is the most important centre for the identification, exploration and development of reserves across Asia. The remaining activities within BBG are similar to those provided by our Planning, Transport and Environment Division in the UK and the planning & environmental activities in Ireland. BBG will become an integral part of the RPS Energy Services division.

In the year ended 30 June 2003 BBG had turnover of A$4.5 million (£1.8 million), pro forma profit before tax of A$1.25 million (£0.5 million) and pro forma net assets of A$1.4 million (£0.6 million).

The maximum total consideration payable for the business and certain assets of BBG is A$7.1 million (£2.9 million), all of which is payable in cash. A$2.9 million (£1.2 million) was paid at completion and a further A$4.2 million (£1.7 million) will be paid over the next three years subject to the vendors satisfying certain operational conditions.

Commenting on these transactions, Brook Land (RPS Chairman), said:

“To be able to strengthen two of our core businesses with strategic acquisitions of this calibre is a significant step forward for us and confirmation that our strategy remains robust. The Board remains confident of delivering a thirteenth consecutive year of profit growth. Both MRP and BBG will contribute positively to meeting that ambition. We anticipate further acquisitions in the second half.”

29th April 2004

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