Acquisition of Burks Green and Partners Ltd (“Burks Green” or "the Company")

RPS announces the acquisition of Basicshare Ltd and its subsidiary companies Martindale Holdings Ltd and Burks Green and Partners Limited, one of the UK's leading integrated architectural and engineering practices, for a maximum consideration of £21.2 million.

Burks Green (www.burksgreen.com)

Burks Green provides architectural and engineering advice to the property and infrastructure development sectors in the UK and Ireland and has recently established a presence in Poland.

The Company has built an excellent reputation for the design of operational buildings, particularly in the distribution, manufacturing, retail and transport sectors.

The business operates from its main office in Newark, Nottinghamshire and a small base in Warsaw. It currently employs around 200 staff. Recent clients include: Birmingham, Manchester and Dublin Airport authorities, Sainsbury's, Asda, Argos, DSG (formerly Dixons), Prologis, Gazeley, Siemens Transportation, Bombardier and the UK Department of Transport.

The Architects' Journal has recently identified Burks Green as the market leading industrial architect in the UK and Construction News has recently identified Burks Green as one of the UK's leading integrated architectural and engineering firm.

Financials

In the year ended March 2006 Burks Green had revenues of £13.6 million and profit before tax of £3.6 million. Net assets at 31 March 2006 were £2.7 million.

Consideration

The consideration paid at completion was £9.9 million in cash and 1.47 million new RPS shares valued at £3.2 million. In addition guaranteed loan notes to the value of £8.1 million were issued. £3.0 million of these can be redeemed on the first anniversary of completion, £2.4 million on the second anniversary and the balance of £2.7 million on the third anniversary, provided certain operational conditions are met. The shares issued at completion must be held by the vendors for at least 12 months from completion.

RPS Planning and Development

Burks Green will be integrated with the Group's Planning and Development division. All the Burks Green directors will be staying with the Group and will become part of the Planning and Development management structure in the UK.

The skills brought to RPS by Burks Green will supplement our existing resources in architecture and development engineering creating the leading capability in the UK and one of the largest in Europe. As a result, our ability to advise upon the increasingly wide range of issues related to planning and designing sustainable communities will improve significantly. Coupled with our market leading planning and environmental skills this will ensure we remain key advisors in UK property development. The Burks Green business in Warsaw gives RPS the opportunity to examine the market for our full range of services in Poland.

2006 Interim Results

The Group's interim results for 2006 will be announced on 8 August 2006. An analysts presentation will be held at 8.30am on that day at the offices of College Hill. The good trading indicated in the Group's AGM statement (25 May 2006) has continued and the Board currently expects to announce strong first half results.

Alan Hearne, CEO of RPS, commented:
"The acquisition of Burks Green is excellent news for RPS. It augments the Group skills with expertise much in demand and which will ensure we remain positioned as market leaders in the Planning and Development sector. The well respected Directors of the Company will all be remaining with the business. “We anticipate announcing strong results for the first half of 2006. Burks Green will help us sustain both our operating margins and growth.”

19 July 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.

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