Acquisition of Cambrian Consultants Limited (“Cambrian”)

RPS, Europe’s leading environmental consultancy, announces the acquisition of Cambrian, a well respected provider of asset evaluation and well operations services to the international oil and gas exploration and production industry.

Successful implementation of our acquisition strategy has enabled RPS to grow significantly over the last decade. The acquisition of Cambrian continues this trend.

Cambrian (www.cambrian-group.com.)

Cambrian was established in 1986 and employs a team of engineers and geologists providing specialist asset evaluation and well operations consultancy services to the international oil and gas industry. It numbers amongst its long term clients most of the major, independent and national oil companies around the world. It has a core staff of approximately 35 based in offices in the UK, USA and Malaysia and also makes use of a number of specialist technical sub-consultants. In 1999 Cambrian won a Queen’s Award for Export Achievement.

Cambrian will be integrated into the Energy Services Division of RPS. Employment contracts have been agreed with three of the four Cambrian directors for their employment with RPS; the other director retired from the Board at completion and is now acting on a consultancy basis.

In the year ended 31 December 2003 (at current US dollar exchange rates) Cambrian had turnover of £7.2 million and profits before tax, adjusted for non-recurring items, of £0.5 million. Net assets at that date were £0.9 million.

The maximum total consideration payable for Cambrian is £2.86 million. At completion the vendors received £1.55 million in cash and 203,079 new RPS shares priced at 129 pence and valued at £0.26 million. Assuming certain operational conditions are met, a further £1.05 million will be payable, in cash, over the next two years.

Commenting on this transaction, Brook Land (RPS Chairman), said:

“This acquisition confirms that our strategy for expansion in the Energy Services sector is correct. Energy Services, including Cambrian, should contribute positively to maintaining the Group’s growth record.”

8th July 2004

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We trade in the UK, Ireland, the Netherlands, North America and Australia and undertake projects in many other parts of the world.

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