Interim Results for the six months ended 30 June 2006

RPS Group Plc (“RPS” or “the Group”) today announces record results for the six months ended 30 June 2006 with profit before tax up 56% and earnings per share up 45%.

HIGHLIGHTS

• continuing rapid development of our Energy business;
• acquisition of Burks Green in July gives significant impetus to our Planning and Development business;
• improved operating margins and organic growth in all business segments;
• operating cash flow increased substantially;
• one of Europe's 20 fastest growing companies - 2001-2005 (KPMG);
• one of "Britain's Top Employers" (Corporate Research Foundation);
• admitted to FTSE250 (31 July 2006).

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

“The continuing growth from the Energy division and good performances in our other two businesses have resulted in the Group performing strongly in the first half. Our staff have shown the highest levels of commitment and performance in markets that remain busy. The Board anticipates that 2006 as a whole will see RPS achieve a very satisfactory result. The recent acquisition of the market leading architectural firm, Burks Green, will support our continued growth into 2007.”

8 August 2006

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.

CHAIRMAN’S STATEMENT

Introduction

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. The Group was admitted to the FTSE 250 on 31 July 2006. The good growth we have achieved over a long period has been recognised by the recent KPMG survey of fast growing European companies. This is continuing in 2006 and reflects both the increasing importance of the issues with which we deal on behalf of our clients and the successful implementation of our strategy. We have achieved this growth whilst maintaining our reputation as a top quality employer, as recognised in the recent Corporate Research Foundation survey. The Board remains confident that our strategy will continue to offer our staff challenging and rewarding careers and deliver growth and good returns to our shareholders.

Results

Profit before tax was £15.9 million (2005: £10.2 million). Basic earnings per share were 5.54 pence (2005: 3.83 pence). Operating cash flow was £19.0 million (2005: £9.6 million). The Group had net bank debt of £21.5 million at 30 June (2005: £18.6 million).

Dividend

The Board has increased the interim dividend by 15% to 1.32 pence (2005: 1.15 pence). This will be paid on 25th October 2006 to shareholders on the register on 29th September 2006. Operations and Markets

Planning and Development

We remain leaders in this market in both the UK and Ireland, operating for blue chip clients in the public and private sectors. In the UK our ability to advise upon the full range of issues relevant to the development of sustainable communities and secure planning permission for large complex schemes remains attractive to clients. In consequence, we continue to work on some of the UK's largest regeneration projects. We are also involved in both the waste and minerals sectors, in which securing planning permission has become more complex.

As climate change, energy efficiency and other environmental issues continue to grow in importance in local and national government decision making, our competitive advantage in this market should continue to increase. Our planning business is also able to assist clients in other parts of the Group, for example, in respect of the need to secure planning permissions for capital projects in the energy and water sectors. We have focussed successfully on achieving organic growth over the last year, however, the recent acquisition of Burks Green (18 July 2006), which provides architectural and engineering advice to the property development sector, strengthens this business significantly. Its small but growing base in Poland provides us with exposure to this expanding market.

The Irish Government continues to invest in ambitious plans for infrastructure development. The new National Development Plan due at the end of the year is likely to continue this strategy. We benefit from this investment in both a traditional consultancy role and also as promoting authorities increasingly use partnership arrangements, although the latter can give rise to a more challenging commercial environment. Our work in the private sector in Ireland also remains buoyant.

Our activities in this market in Australia continue to flourish. The long term potential of this market has encouraged us to consider further acquisitions.

Energy

Demand for our services from oil and gas exploration and production companies continues to grow significantly. This reflects both buoyant market conditions and our position, following the acquisition of ECL in September 2005, as a world leader in this market. Pressure on the developed world to identify and secure long term supplies of energy, coupled with the increasing energy needs of developing nations, suggest that activity in this market will remain at a high level for the foreseeable future. The acquisition of Ecos during the first half added to our ability to provide environmental support to our oil and gas clients in Australia and Asia.

We have a significant and growing reputation within the financial community in respect of oil and gas reserves as part of the listing process and in support of M&A activity. The oil and gas companies themselves value the breadth and depth of our expertise, including our environmental experience. Skilled staff have been and will remain in short supply, but our position in this market has enabled us to operate successful recruitment and retention strategies, whilst also improving our margins.

The growing controversy around a number of UK wind farm schemes illustrates the complexity involved in securing approval for energy supply schemes. We are well positioned to assist our clients achieve the necessary permissions, licences and consent for all such facilities, including nuclear power stations.

Environmental Management

Our business servicing the UK water industry has progressed well. We are working on significant commissions for the majority of the water companies. RPS's specific strengths in the water industry coupled with our environmental credentials position us well to help with problems created by water shortages and legislation seeking to improve water quality. This gives us optimism about our medium term prospects.

The UK market in health & safety consultancy has generally remained strong, driven by increasing awareness of the importance of managing these matters more carefully. The asbestos market has, as predicted, slowed, but we anticipate that new fire safety regulations will provide attractive opportunities. In 2005 we extended our range of services with the acquisition of Business Healthcare Ltd, which provides occupational health services. As anticipated this is proving to be a growth market. We are also investing in the development of our presence in Scotland in these markets.

The economy in the Netherlands is improving. The steps we took to reduce our exposure to the more vulnerable parts of the economy and invest in stable markets have continued to produce benefit. Our Dutch business is also benefiting from increased activity in the energy sector.

Funding

Our balance sheet remains strong. Bank interest cover in the period was over 18 times. Following the acquisition of Burks Green, which involved an initial cash consideration of £9.9 million, we have maximum cash commitments in respect of deferred consideration and outstanding loan notes related to acquisitions of £5.6 million in the remainder of 2006, £11.0 million in 2007, £2.7 million in 2008 and £3.2 million in 2009. The Group’s operating cash flow normally funds its working capital requirements. Our cash generation, in conjunction with bank facilities of £72 million and an ability to use equity in transactions, means that we are well positioned to continue our acquisition programme, in respect of which we have a number of good prospects.

Prospects

Our excellent first half results demonstrate that our strategy is well conceived and well executed. The opportunities for both organic and acquisitive growth which exist in our business make us confident about maintaining good progress. The RPS Board anticipates that the Group's performance for the year as a whole will deliver a very satisfactory result.

Brook Land
Chairman
8 August 2006

Condensed Consolidated Interim Income Statement

Condensed Consolidated Interim Statement of Recognised Income and Expense

Condensed Consolidated Interim Balance Sheet

Condensed Consolidated Interim Cash Flow Statement

Notes to the Condensed Consolidated Interim 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 2006 comprise the Company and its subsidiaries (together referred to as the “Group”).

The condensed consolidated interim financial statements were authorised for issuance on 8 August 2006.

The interim statement has been prepared using accounting policies set out in the Annual Report and Accounts 2005. The interim statement is unaudited but has been reviewed by the Company’s auditors. The results for the year end 31 December 2005 and the balance sheet as at that date are abridged from the company’s Annual Report and Accounts 2005 which have been delivered to the Registrar of Companies. The auditors’ report on those accounts was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. The interim statement does not constitute full accounts within the meaning of Section 240 of the Companies Act 1985. Copies of the Interim Results will be dispatched to shareholders on 29 August 2006. Further copies can be obtained from the Company’s registered office, Centurion Court, 85 Milton Park, Abingdon, OX14 4RY.

2. Business segments

The Group is comprised of the following main business segments:

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

Environmental Management - consultancy services in the UK and the Netherlands related to health, safety and risk management and the management of water services.

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

The segment results for the six months ended 30 June 2006 include the Australian environmental business in Planning & Development, previously reported in Energy. The comparative analysis has been restated to be consistent.

Business segment results for the six months ended 30 June 2006

3. Income taxes

The Group’s consolidated effective tax rate for the six months ended 30 June 2006 was 30.4% (for the year ended 31 December 2005: 26.5%; for the six months ended 30 June 2005: 26.5%).

4. Dividends

The following dividends were provided by RPS Group Plc:

An interim dividend in respect of the six months ended 30 June 2006 of 1.32p per share, amounting to a total dividend of £2,680,000 was approved by the Directors of RPS Group Plc on 27 July 2006. These condensed consolidated interim accounts do not reflect this dividend payable.

5. Earnings per share

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

6. Property, plant and equipment

Acquisition and disposals

During the six months ended 30 June 2006, the Group acquired assets with a cost of £2,064,000 (six months to 30 June 2005: £1,991,000) which includes £44,000 acquired through business combinations (six months to 30 June 2005 : £nil). Assets with a net book value of £699,000 were disposed of during the six months ended 30 June 2006 (six months ended 30 June 2005: £121,000).

7. Share Capital

8. Statement of changes in equity

9. Other Reserves

10. Note to the cash flow statement

The table below provides an analysis of net bank debt, comprising cash and cash equivalents and interest bearing bank loans, during the six months ended 30 June 2006.

11. Retirement benefit obligations

The Group provides employee benefits through a number of pension schemes of the defined contribution type in the UK and overseas. The Group operates one defined benefit scheme that is closed to new members. The full details of this scheme are disclosed in the most recent annual financial statements.

The amount included in the balance sheet arising from the Group’s obligation in respect of its defined benefit retirement benefit scheme is as follows:

Expense recognised in the consolidated interim statement in respect of the defined benefit plan

The expense recognised in the consolidated interim income statement in respect of the Group’s defined benefit pension plan consists of the current service costs, interest on the obligation for employee benefits and the expected return on plan assets. For the six months ended 30 June 2006, the Group recognised expense of £277,000 (six months ended 30 June 2005: £249,000).

Liability for defined benefit obligations

Principal actuarial assumptions at the date of the most recent actuarial valuations:

12. Post balance sheet event

On 18 July 2006 RPS Group Plc completed the acquisition of 100% of Basicshare Ltd and its subsidiary companies Martindale Holdings Ltd and Burks Green and Partners Ltd (collectively “Burks Green”). The total consideration is a maximum of £21,174,327 and net assets at 31 March 2006 were £2,700,000. The consideration paid at completion was £9,948,225 in cash and 1,471,259 new RPS Group Plc ordinary shares with a total value of £3,225,000. In addition the company issued guaranteed loan notes to the value of £8,001,102 that bear interest at 4.5% per annum. Of these loan notes £2,968,641 can be redeemed on the first anniversary of completion, £2,366,369 on the second anniversary and the balance of £2,666,092 on the third anniversary, provided certain operational conditions are met.

Independent Review Report to RPS Group Plc

Introduction
We have been instructed by the Company to review the financial information for the six months ended 30 June 2006 on pages 7 to 18. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Listing Rules of the Financial Services Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Directors’ responsibilities
The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.

Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed.

A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information.

Review conclusion
On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2006.

BDO Stoy Hayward LLP
Chartered Accountants
London
8 August 2006