Archived Announcements

Director/PDMR Share Dealing

05 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"):

5 July 2018

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): £2.53
Volume(s): 49

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

4 July 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer – North America

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): £2.535
Volume(s): 84

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

4 July 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Notice of Results and Segmentation Changes

02 Jul
 

Notice of Interim Results

RPS will announce its Interim Results for the six months ended 30 June 2018 on Thursday, 2 August 2018.

A meeting for analysts will be held at 9.30am on the morning of the results announcement at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN.

Segmentation changes

Since the publication of the Group’s results for the year ended 31 December 2017 on 1 March 2018, the Board has made the following organisational changes.

Creation of a global Energy business

As part of the Board’s strategic priority to revitalise our Energy business, the Group’s oil and gas businesses in Australia Asia Pacific (‘AAP’) and Norway, part of Built and Natural Environment – Europe, have been transferred to Energy.

In addition, the Group’s Metocean businesses in AAP and Built & Natural Environment - North America (‘BNE - North America’), that have significant oil and gas sector exposure, have also been transferred to Energy.

A new team is in place to lead and manage Energy, which now provides consulting and services to the oil and gas sector on a global basis.

The Board has also changed the name of BNE – North America to ‘North America’. The Group’s ocean science business, based in the USA, that provides services to various sectors including oil and gas, remains within the North America business.

Re-organisation of our businesses in Europe

RPS provides a range of consultancy and technical services in UK, Ireland, the Netherlands and Norway. To provide increased focus and manage the Group’s businesses better the Board has made the following organisational changes.

1) Our business in Norway that provides project and program management and is managed by a dedicated team is now reporting directly to the Group’s CEO.

2) Our business in the UK, Ireland and Netherlands is now being managed as two separate businesses:

a) a design and development, planning and environment, and project management consulting business in UK and Ireland, named ‘Consulting - UK and Ireland’; and

b) a water, laboratory, health, safety and risk services business in UK and the Netherlands, named ‘Services - UK and Netherlands’.

RPS will present its results for the six months ended 30 June 2018 reflecting the above and will comprise six segments as follows:

Energy
Consulting - UK and Ireland
Services - UK and Netherlands
Norway
North America
AAP

These segmental changes have been implemented across the Group to enhance organisational effectiveness and efficiency. The Board believes that these changes will provide additional transparency to investors.

The restatement of prior period results consistent with this new segmental structure is shown below in Appendix 1 and 2.

- Ends -

For further information:  
RPS Group plc
John Douglas, Chief Executive Tel: +44 (0) 1235 863206
Gary Young, Finance Director www.rpsgroup.com
   
Media enquiries:
Buchanan  
Henry Harrison-Topham / Chris Lane / Maddie Seacombe Tel: +44 (0) 20 7466 5000
RPS@buchanan.uk.com www.buchanan.uk.com

Notes to Editors
RPS is an international consultancy of 5,500 creative professionals and service providers. We define, design and manage projects in 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.

Appendix 1

Segmental Results for December 2017 as restated

£000s Fees income Recharged expenses Intersegment revenue External Revenue
Energy 93,005 13,024 (675) 105,354
Consulting – UK and Ireland 120,767 25,339 (1,388) 144,718
Services – UK and Netherlands 95,699 16,497 (708) 111,488
Norway 67,986 1,192 (212) 68,966
North America 68,274 1,918 (217) 69,975
Australia Asia Pacific 119,674 10,939 (478) 130,135
Group eliminations (3,085) (593) 3,678 -
Total 562,320 68,316 - 630,636
 
£000s   Underlying profit Reorganisation costs Segment profit
Energy   8,511 (544) 7,967
Consulting – UK and Ireland   16,615 - 16,615
Services – UK and Netherlands   13,955 - 13,955
Norway   6,378 - 6,378
North America   7,507 (206) 7,301
Australia Asia Pacific   15,257 (461) 14,796
Total   68,223 (1,211) 67,012

Segmental Results for December 2017 as originally presented

£000s Fees income Recharged expenses Intersegment revenue External revenue
BNE - Europe 287,574 43,190 (1,246) 329,518
BNE - North America 76,160 1,989 (265) 77,884
Energy 65,407 11,100 (470) 76,037
AAP 135,025 12,556 (384) 147,197
Group eliminations (1,846) (519) 2,365 -
Total 562,320 68,316 - 630,636
 
£000s   Underlying profit Reorganisation costs Segment profit
BNE - Europe   37,048 - 37,048
BNE - North America   8,542 (208) 8,334
Energy   6,801 (441) 6,360
AAP   15,832 (562) 15,270
Total   68,223 (1,211) 67,012

Detailed reclassification for December 2017

£000s Fees income Recharged expenses Intersegment revenue External Revenue
BNE - Europe (287,574) (43,190) 1,246 (329,518)
Consulting – UK and Ireland 120,767 25,339 (1,388) 144,718
Services – UK and Netherlands 95,699 16,497 (708) 111,488
Norway 67,986 1,192 (212) 68,966
North America (7,886) (71) 48 (7,909)
Energy 27,598 1,924 (205) 29,317
Australia Asia Pacific (15,351) (1,617) (94) (17,062)
Group eliminations (1,239) (74) 1,313 -
Total - - - -
 
£000s   Underlying profit Reorganisation costs Segment profit
BNE - Europe   (37,048) - (37,048)
Consulting – UK and Ireland   16,615 - 16,615
Services – UK and Netherlands   13,955 - 13,955
Norway   6,378 - 6,378
North America   (1,035) 2 (1,033)
Energy   1,710 (103) 1,607
Australia Asia Pacific   (575) 101 (474)
Total   - - -

Appendix 2

Segmental Results for June 2017 as restated

£000s Fees income Recharged expenses Intersegment revenue External Revenue
Energy 45,575 8,289 (419) 53,445
Consulting – UK and Ireland 61,106 11,720 (732) 72,094
Services – UK and Netherlands 48,314 7,668 (372) 55,610
Norway 35,066 591 (157) 35,500
North America 33,310 924 (90) 34,144
Australia Asia Pacific 59,394 4,533 (204) 63,723
Group eliminations (1,710) (264) 1,974 -
Total 281,055 33,461 - 314,516
 
£000s   Underlying profit Reorganisation costs Segment profit
Energy   3,561 (331) 3,230
Consulting – UK and Ireland   9,128 - 9,128
Services – UK and Netherlands   6,652 - 6,652
Norway   3,621 - 3,621
North America   4,197 (108) 4,089
Australia Asia Pacific   8,069 (255) 7,814
Total   35,228 (694) 34,534

Segmental Results for June 2017 as originally presented

£000s Fees income Recharged expenses Intersegment revenue External revenue
BNE - Europe 147,014 20,006 (536) 166,484
BNE - North America 35,221 2,232 (123) 37,330
Energy 33,209 5,835 (686) 38,358
AAP 66,970 5,593 (219) 72,344
Group eliminations (1,359) (205) 1,564 -
Total 281,055 33,461 - 314,516
 
£000s   Underlying profit Reorganisation costs Segment profit
BNE - Europe   19,517 - 19,517
BNE - North America   4,411 (109) 4,302
Energy   2,998 (236) 2,762
AAP   8,302 (349) 7,953
Total   35,228 (694) 34,534

Detailed reclassification for June 2017

£000s Fees income Recharged expenses Intersegment revenue External Revenue
BNE - Europe (147,014) (20,006) 536 (166,484)
Consulting – UK and Ireland 61,106 11,720 (732) 72,094
Services – UK and Netherlands 48,314 7,668 (372) 55,610
Norway 35,066 591 (157) 35,500
North America (1,911) (1,308) 33 (3,186)
Energy 12,366 2,454 267 15,087
Australia Asia Pacific (7,576) (1,060) 15 (8,621)
Group eliminations (351) (59) 410 -
Total - - - -
 
£000s   Underlying profit Reorganisation costs Segment profit
BNE - Europe   (19,517) - (19,517)
Consulting – UK and Ireland   9,128 - 9,128
Services – UK and Netherlands   6,652 - 6,652
Norway   3,621 - 3,621
North America   (214) 1 (213)
Energy   563 (95) 468
Australia Asia Pacific   (233) 94 (139)
Total   - - -

Block Listing Six Monthly Return

02 Jul

Date: 2 July 2018

 
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 2018 To: 30 June 2018
Balance of unallotted securities under scheme(s) from previous return: 264,743
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): 638,194
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 626,549
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

 

Voting Rights and Capital

29 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 225,445,657 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (126,786) from those announced on 31 May 2018 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc is now 225,445,657.
 
The above figure (225,445,657) 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 June 2018

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

Director/PDMR Share Dealing

21 Jun

21 June 2018

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 award of Shares to the following PDMRs under the RPS Group plc Performance Share Plan (the ‘Plan’). The shares awarded will vest in three years’ time subject to the rules of the Plan.

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Tompson

2

Reason for the notification

a)

Position/status

Chief Executive Officer – Energy

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

Award of shares under the RPS Group Plc Performance Share Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 10,436

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

20 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Ross Thompson

2

Reason for the notification

a)

Position/status

Chief Executive Officer – AAP

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

Award of shares under the RPS Group Plc Performance Share Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 7,454

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

20 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn

2

Reason for the notification

a)

Position/status

Chief Executive Officer – North America

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

Award of shares under the RPS Group Plc Performance Share Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 6,316

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

20 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Judith Cottrell

2

Reason for the notification

a)

Position/status

Chief Executive Officer – Europe

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

Award of shares under the RPS Group Plc Performance Share Plan

c)

Price(s) and volume(s)

Price(s): Nil
Volume(s): 1,906

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

20 June 2018

f)

Place of the transaction

London Stock Exchange
 

Director/PDMR Share Dealing

08 Jun

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"):

8 June 2018

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): £2.755
Volume(s): 427

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

7 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Douglas

2

Reason for the notification

a)

Position/status

Chief Executive Officer

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): £2.755
Volume(s): 18

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

7 June 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Director/PDMR Share Dealing

06 Jun

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"):

6 June 2018

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): £2.665
Volume(s): 47

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.645
Volume(s): 80

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

4 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Tompson (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - Energy

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): £2.645
Volume(s): 851

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

4 June 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Chantalle Meijer (PDMR)

2

Reason for the notification

a)

Position/status

Group Marketing 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): £2.645
Volume(s): 849

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

4 June 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

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 225,318,871 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (263,818) from those announced on 30 April 2018 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 225,318,871.
 
The above figure (225,318,871) 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 2018

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

Director/PDMR Share Dealing

14 May

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 sale of Shares by a PDMR under a RPS Group plc Performance Share Plan:

14 May 2018

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

John Tompson

2

Reason for the notification

a)

Position/status

Chief Executive Officer - Energy

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 on their maturity under the RPS Group Plc Share Incentive Plan

c)

Price(s) and volume(s)

Price(s): £2.655
Volume(s): 11,921

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

11 May 2018

f)

Place of the transaction

Outside a trading venue

Director/PDMR Share Dealing

03 May

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 May 2018

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): £2.74
Volume(s): 46

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 May 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.74
Volume(s): 80

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 May 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

AGM Trading Update

01 May

“Q1-2018 trading steady and in line with management’s expectations”

RPS announces that the Group’s trading for the three months ended 31 March 2018 (‘Q1-2018’) was in line with management’s expectations.

Fee income in Q1-2018 was £141.9 million (Q1-2017: £141.3 million, at constant currency £135.9 million).

Profitability in Q1-2018, while slightly above management’s expectation, was lower than in the same period last year due to the Easter holiday break falling partly in March this year and due to foreign exchange movements.

Our Built and Natural Environment (BNE) business in Europe experienced steady conditions in all its main markets. In BNE North America, market conditions were good although it remains difficult to recruit staff which is hampering progress. In Australia Asia Pacific, market conditions were generally favourable on the east coast and there was more activity in the west coast oil and gas markets. In Energy there has been a marked increase in the level of enquiries and general market activity although this has yet to translate into additional work.

Net bank debt at 31 March 2018 was £87.0 million (31 December 2017: £80.6 million).

1 May 2018

For further information:  
RPS Group plc
John Douglas, Chief Executive Tel: +44 (0) 1235 863206
Gary Young, Finance Director www.rpsgroup.com
   
Media enquiries:  
Buchanan
Henry Harrison-Topham / Chris Lane / Maddie Seacombe Tel: +44 (0) 20 7466 5000
RPS@buchanan.uk.com www.buchanan.uk.com
   

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 many 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.

Result of Annual General Meeting

01 May

RPS announces that at the Company’s Annual General Meeting held earlier today in London, all resolutions put to shareholders were duly passed. Details of the proxy votes cast for each resolution will shortly be available on the Company’s website at www.rpsgroup.com.

Copies of the resolutions passed at the meeting will be submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/nsm.

1 May 2018

For further information:  
RPS Group plc  
Nick Rowe, Company Secretary Tel: +44 (0) 1235 438 016
  www.rpsgroup.com
   
Media enquiries:  
Buchanan  
Henry Harrison-Topham / Chris Lane / Maddie Seacombe Tel: +44 (0) 20 7466 5000
RPS@buchanan.uk.com www.buchanan.uk.com
   

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.

Board Change

01 May

RPS is pleased to announce the appointment of Michael McKelvy as a Non-Executive Director. Michael will join the Board with effect from 1 May 2018.

Michael is based in the USA and has extensive senior level experience of its construction, infrastructure and natural resource markets. In 2014 he became Chief Operating Officer of Gilbane a major family owned construction company, and was appointed as its Chief Executive Officer in 2016. Prior to that Michael spent twelve years with CH2M in a number of senior roles including President of firstly its Industrial Division and then its Government, Environmental and Infrastructure Division. Michael is an architect by certification, having spent the earlier part of his career in this area, including a period of fifteen years with Lockwood Greene which was acquired by CH2M in 2003.

Ken Lever, Group Chairman, commented: “I am delighted to welcome Michael McKelvy to the RPS Board. The development of our business in North America is a strategic priority and the breadth of knowledge and experience that Mike brings of that market will be invaluable in its pursuit.”

There are no matters requiring disclosure pursuant to Listing Rule 9.6.13.

1 May 2018

For further information:  
RPS Group plc  
Ken Lever, Group Chairman Tel: +44 (0) 1235 863 206
  www.rpsgroup.com
   
Media enquiries:  
Buchanan  
Henry Harrison-Topham / Chris Lane / Maddie Seacombe Tel: +44 (0) 20 7466 5000
RPS@buchanan.uk.com www.buchanan.uk.com
   

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.

Voting Rights and Capital

30 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 225,055,053 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (48,292) from those announced on 29 March 2018 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 225,055,053.
 
The above figure (225,055,053) 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 April 2018

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

Director/PDMR Share Dealing

09 Apr
 

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"):

9 April 2018

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.56
Volume(s):86

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

6 April 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

TR-1: Standard form for notification of major holdings

06 Apr

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

Tameside MBC re Greater Manchester Pension Fund

City and country of registered office (if applicable)

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

Name

Chase Nominees Ltd A/C TMBC1

City and country of registered office (if applicable)

 

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

04 April 2018

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

05 April 2018

 

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

4.07

 

4.07

9161909

Position of previous notification (if applicable)

3.99

 

3.99

 

 

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

9161909

 

4.07

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

9161909

4.07

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

 

 

 

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

X

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)

 

 

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

The fund manager of this asset is: UBS Asset Management

Place of completion:

Date of completion:05 April 2018

Director/PDMR Share Dealing

05 Apr
 

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"):

5 April 2018

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): £2.555
Volume(s):49

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

3 April 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Voting Rights and Capital

29 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 225,006,761 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (82,690) from those announced on 28 February 2018 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 225,006,761.
 
The above figure (225,006,761) 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 March 2018

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

Director/PDMR Share Awards

09 Mar
 

RPS Group Plc (the “Company”) announces that on 8 March 2018 awards of shares as nil cost options were made to John Douglas 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 5-7 March 2018. 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 8 March 2018 awards of shares as nil cost options were made to John Douglas and Gary Young under the RPS Group Plc Short Term Annual 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 5-7 March 2018. These awards relate to deferral of bonus earned under the Plan in respect of the year-ended 31 December 2017 and subject to the rules of the Plan will be exercisable in three 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.

9 March 2018

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 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

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): 296,017

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

8 March 2018

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): 157,576

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

8 March 2018

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

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

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): 56,789

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

8 March 2018

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): 25,403

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

8 March 2018

f)

Place of the transaction

Outside a trading venue

Director/PDMR Share Dealing

07 Mar
 

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"):

7 March 2018

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): £2.3775
Volume(s): 53

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

5 March 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Trevor Hoyle (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - Europe

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): £2.3775
Volume(s): 53

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

5 March 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.485
Volume(s): 90

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

6 March 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Results for the Year Ended 31 December 2017

01 Mar
 

RPS GROUP PLC
(“RPS” or “the Group”)

Improved trading performance. Strong cash conversion. Further reduction in leverage.

 
  2017 2016 2016
at constant currency(1)
Revenue (£m) 630.6 594.5 614.8
Fee income (1)(£m) 562.3 534.3 552.5
PBTA (1) (£m) 53.9 50.7 52.4
Adjusted earnings per share (1)(basic) (p) 17.13 16.60 16.58
Total Dividend per share (p) 9.88 9.74 9.74
Statutory (loss)/profit before tax (£m) (1.6) 32.8 33.7
Statutory (loss)/earnings per share (basic) (p) (7.52) 11.35 11.29
 

Financial key points

Fee income £562.3m (2016 £534.3m); 5% growth; 2% growth at constant currency

PBTA £53.9m (2016 £50.7m); 6% growth; 3% growth at constant currency

EPS (adjusted, basic) 17.13p (2016 16.60p); 3% growth; 3% growth at constant currency

Goodwill impairment of £40.0m (2016 £nil) in Energy

Statutory loss before tax £1.6m (2016 profit £32.8m)

Strong cash conversion 91% (2017 117%)

Year-end net bank borrowings £80.6m (2016 £83.4m); leverage (1) 1.3x (2016 1.6x)

Final dividend proposed 5.08p (2016 5.08p) making full year dividend 9.88p, up 1.4% (2016 9.74p). There is no intention to reduce future full year dividends, but no increase until pay-out is in line with previous norm of 40% of adjusted basic EPS rather than 58% currently

Business highlights

Conditions in markets, other than Energy, generally positive

Energy trading improved in second half but was less good than expected despite the increased oil pric

Profit growth achieved in all four business segments

Appointment of new Chief Executive. Initial review of Group strategy concluded

Renewed emphasis to be placed on organic growth supported by targeted acquisitions

Five strategic priorities established to support future growth

John Douglas, CEO, commented:

"2017 has been a year of steady progress for the group in overall trading performance and good progress in establishing strategic priorities following management change in September. We intend to enhance the strong existing foundations to further improve our proposition and business, our offerings to clients and deliver long-term value to our shareholders. The Board anticipates further growth in 2018. I would like to thank all our people for the hard work and dedication that has gone into delivering these results."

1 March 2018

(1) Alternative Performance Measures are used consistently throughout this announcement: these include PBTA, fee income, items prefaced “adjusted” such as adjusted EPS, segment profit, underlying profit, underlying operating profit, amounts labelled “at constant currency”, EBITDAS, conversion of profit into cash, net bank borrowings, leverage. For further details of their purpose, definition and reconciliation to the equivalent statutory measures see note 2.


ENQUIRIES  
RPS Group plc  
John Douglas, Chief Executive Today: 020 7457 2020
Gary Young, Finance Director Thereafter: 01235 863206
 
Instinctif Partners  
Justine Warren Tel: 020 7457 2020
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, Australia, Malaysia, New Zealand 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 many 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 was £53.9m, an increase of 6% over last year (2016: £50.7m, £52.4m at constant currency) and in line with market expectations, on fee income that increased by 5% to £562.3m (2016: £534.3m, £552.5m at constant currency). After taking into account a goodwill impairment charge of £40.0m (2016 £nil) in respect of our energy business, amortisation of acquired intangibles and a loss on disposal, loss before tax was £1.6m (2016: profit £32.8m, £33.7m at constant currency). The effective tax rate for the year on PBTA is 29.6% (2016: 27.7%). Adjusted basic EPS was 17.13p, an increase of 3% over last year (2016 16.60p. 16.58p at constant currency). Statutory basic (loss)/earnings per share was (7.52)p (2016 11.35p, 11.29p at constant currency).

2017 profits benefited from favourable currency movements on the conversion of overseas results. PBTA in 2017 would have been £2.2m lower had 2016 exchange rates been repeated in 2017. The PBTA in 2016 would have been £1.7m higher than reported if 2017 exchange rates had prevailed in 2016. Statutory profit in 2016 would have been £0.9m higher than reported if 2017 exchange rates prevailed in 2016.

Trading performance

£m 2017 2016 2016 at constant currency
BNE Europe 37.0 35.1 35.7
BNE NA 8.3 7.9 8.3
Energy 6.4 5.4 5.4
AAP 15.3 14.2 15.1
Total segment profit 67.0 62.6 64.4
Unallocated costs (8.5) (6.7) (6.7)
Underlying operating profit 58.5 55.9 57.7

 

Each segment grew or maintained profit at constant currency, whilst central unallocated costs increased, mainly due to board changes during the year.

Borrowings and cash flow

Net bank borrowings at the year-end were lower at £80.6m (31 Dec 2016 £83.4m). Net cash from operating activities remained strong at £43.7m (2016 £62.3m), albeit down on the previous year. This reduction was largely the result of a working capital increase in the year of £6.1m compared to a decrease of £11.5m in 2016. The Group continues to focus on its management of working capital, and our conversion of profit into operating cash was good at 91% (2016: 117%). Net cash used in investing activities was £21.1m (2016 £38.1m), mainly comprising expenditure on deferred consideration for acquisitions of £12.9m (2016 £23.7m), net capital expenditure of £8.4m (2016 £7.9m) and new acquisitions in the year £nil (2016 £6.6m). The amount paid in respect of dividends was £22.0m (2016 £22.5m).

Deferred consideration outstanding at the year-end was £1.8m (31 December 2016 £15.0m), the lowest for many years. Our leverage (being net bank debt plus deferred consideration expressed as a ratio of adjusted EBITDA) calculated in accordance with our bank’s financial covenants was 1.3x at the year end, down from 1.6x at the end of 2016.

Net finance costs were £4.5m (2016 £5.2m). The year on year decrease was primarily the result of less interest on deferred consideration that reduced significantly during the year.

Amortisation and impairment of intangible assets and transaction related costs

Amortisation and impairment of intangible assets and transaction related costs totalled £55.5m (2016 £17.9m). Included in this total is goodwill impairment of £40.0m (2016 £nil) in respect of our Energy businesses in EAME and North America, amortisation of acquired intangibles £12.8m (2016 £17.5m), loss on disposal of business £2.7m (2016 £nil) and other items £nil (2016 £0.4m). The loss on disposal relates to the sale just before the year end of our pipeline approval business in Canada. Proceeds were £0.2m, the largest component of the loss being a provision for onerous property lease of £2.4m.

The goodwill impairment charge of £40.0m relates to the impairment of our oil and gas exposed energy businesses in Europe and North America. They performed close to budget during the first half of 2017 and whilst trading improved in the second half it was less good than expected despite the increased oil price. The Board has reviewed the prospects for the oil industry and the potential demand for our services and considers them to be lower than at the last review. Accordingly, our impairment review at the year-end incorporated a lower forecast for cash generation than at the last review which has resulted in the goodwill impairment.

Dividends

The total (paid and proposed) dividend for the year is 9.88p per ordinary share (2016 9.74p) and amounts to £22.1m. The proposed final dividend of 5.08p (2016 5.08p) will be paid on 18 May 2018 to shareholders on the register of members at the close of business on 20 April 2018 subject to approval at the Annual General Meeting on 1 May 2018.

Capital allocation policy

We intend to create long term shareholder value by growing organically and through prudent, selective acquisition in due course. To support organic growth we plan to re-invest capital in our business. We are currently modernising and improving our HR and marketing functions as described further in the strategy section below.

We intend to operate with a leverage up to 2.0x, unless immediately following an acquisition, which provides substantial headroom compared to our current facilities limit of 3.0x. The full year dividend represents 58% (2016: 59%) of adjusted basic earnings per share. Prior to 2015 the dividend pay-out ratio was less than 40%. The Board’s view is that the current ratio is too high and future pay-out should be more in line with this previous norm. Considering the above, whilst the Board has no current intention of reducing the future full year dividend, increases are only likely when earnings grow and the pay-out ratio is at or around this level.

Markets and trading

Built and Natural Environment-Europe

  2017 2016 2016 at constant currency
Fee income (£m) 287.6 269.0 275.0
Segment Profit* (£m) 37.0 35.1 35.7
Margin % 12.9 13.1 13.0
 

* after reorganisation costs: 2017 £nil, 2016 £0.5m

Market conditions were generally good for all our businesses. Our planning and development businesses in UK and Ireland benefited both from good market conditions and client confidence in respect of both private sector development as well as public infrastructure projects. However, this business suffered from a troubled engineering design project. The project incurred a loss of £2.1m in the year. Our water business, which has a strong market presence, traded particularly well in what is the historically strong mid period of the current Asset Management Plan regulatory cycle. Our other operationally focussed businesses, in the Netherlands and our environmental and risk management businesses in the UK also traded well. In Norway we have two leading project management businesses. In total they grew year-on-year and progressed their integration that impacted results in the second half of the year.

The UK decision to leave the EU could cause disruption to activities if clients decide to change their investment plans. We are seeing little sign of this yet. Subject to market conditions remaining supportive this business is capable of further growth in 2018.

Built and Natural Environment-NA

  2017 2016 2016 at constant currency
Fee income (£m) 76.2 65.4 67.9
Segment Profit(*) (£m) 8.3 7.9 8.3
Margin % 10.9 12.0 12.2
 

(*) after reorganisation costs: 2017 £0.2m, 2016 £0.3m

The strong economic fundamentals of the US market supported fee growth in our infrastructure and our environmental risk business. Our ocean science business, which is oil and gas exposed, benefited from an increase in activity in the second half. However, margins remain under duress from increased cost pressure and were adversely impacted by Hurricane Harvey that led to some lost productivity in our businesses in Texas. Generally good market conditions will be supportive in 2018 although the cost of investment in people will temper growth.

Energy

  2017 2016 2016 at constant currency
Fee income (£m) 65.4 71.5 72.7
Segment Profit (*) (£m) 6.4 5.4 5.4
Margin % 9.7 7.5 7.4
 

* after reorganisation costs: 2017 £0.4m, 2016 £3.6m

We provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, US and Canada. We continued to match our costs to our workload whilst retaining multi-disciplinary capability. In 2017 we reversed £1.8m of debtor provisions (2016 £4.2m).

Although fees declined in 2017 our profits appear to have stabilised. Nevertheless, our Energy business performed less well than we expected at the start of the year and as previously mentioned the Board concluded that an impairment of its goodwill was appropriate. Energy has been a significant contributor to Group performance since we entered this market in 2003. We remain committed to the oil and gas market and have a strategic aim of revitalising our Energy business in oil and gas and in the broader energy market.

Markets remained difficult throughout the year although the rise in oil price in the second half of the year suggests that activity levels in our key upstream sectors may not decline any further and some fee growth is possible. A similar level of provision reversals is unlikely therefore profit growth is uncertain.

Australia Asia Pacific

  2017 2016 2016 at constant currency
Fee income (£m) 135.0 130.1 138.7
Segment Profit * (£m) 15.3 14.2 15.1
Margin % 11.3 10.9 10.9

*after reorganisation costs: 2017 £0.6m, 2016 £1.2m

The reduction in fees on a constant currency basis was due mainly to a reduced level of activity at our oil and gas related businesses in Western Australia. Government infrastructure and land development markets were buoyant and provided good workload for most of our East coast businesses.   Our project management business performed well benefiting from an active Australian defence sector. In the second half we provided £0.6m in respect of a loss making “gain share/pain share” project. The energy and resources sectors, mainly serviced by our west coast businesses, continued to struggle.

Market conditions in non-resource markets are generally good in our east coast businesses. However, our smaller west coast businesses face weak resource markets. Overall, this business is capable of further growth in 2018.

Strategy

Significant work has been undertaken in developing Group strategy. Our growth will be driven by an increased focus on organic performance coupled with targeted and complimentary acquisitions.  We intend to deliver long term shareholder value and have an ambition to return to the FTSE 250. We have set ourselves five strategic priorities in pursuit of this ambition.

A key priority is to be rated by our people as a great place to do great work. Our staff turnover has been historically higher than we would like. We are therefore investing in our HR function, including the creation of a new role as Group People Director and will roll out best practices throughout the Group.

RPS offers a tremendous range of services and benefits would be derived from presenting the Group to our markets and internally in a more coherent, interconnected and consistent manner. We need to convey a clear sense of our identity and our behaviours. We have recently appointed a Group Marketing Director, a new role for the Group. 

Better connectivity between our business drives revenue. A priority is to improve that connectivity across sectors where we have deep expertise and capability.

The USA is our largest single market for the services we offer. We have had a strong North American business for some years but recognise that it can be better and stronger still. It is the intention to further increase our presence in North America by making carefully targeted acquisitions in sectors in which we have strength and have familiarity.

Our final priority is to revitalise our international oil and gas business in which RPS has a very strong reputation as an independent professional advisor and service provider. The collapse in the oil price has challenged our business in recent years but we intend to reinvigorate it and develop a leading, global and innovative energy business in oil and gas and in the broader energy market.

Group prospects

The Board anticipates further growth in 2018. Trading conditions in our markets other than Energy are generally good. Our investment in strategic priorities will drive performance in 2019 and beyond. Our strong cash flow and reduced leverage will enable us to make carefully targeted acquisitions to deepen the services we offer clients. The new strategic priorities provide a foundation to build on its strong existing platform and deliver long term shareholder value.

Board of Directors
RPS Group plc
1 March 2018

Consolidated income statement

 

  Notes year ended 31 December Year ended 31 December
£000   2017 2016
 
 
Revenue 3 630,636 594,471
Recharged expenses 2, 3 (68,316) (60,175)
Fee income 2, 3 562,320 534,296
 
Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 2, 3 58,467 55,877
 
Amortisation and impairment of acquired intangibles and transaction related costs 4 (55,541) (17,890)
 
Operating profit   2,926 37,987
 
Finance costs 5 (4,639) (5,331)
Finance income 5 113 158
 
Profit before tax, amortisation and impairment of acquired intangibles and transaction related costs 2 53,941 50,704
 
 
(Loss)/Profit before tax   (1,600) 32,814
 
Tax expense 6 (15,072) (7,733)
(Loss)/Profit for the period attributable to equity holders of the parent   (16,672) 25,081
 
 
Basic (loss)/earnings per share (pence) 7 (7.52) 11.35
 
Diluted (loss)/earnings per share (pence) 7 (7.47) 11.29
 
Adjusted basic earnings per share (pence) 2, 7 17.13 16.60
 
Adjusted diluted earnings per share (pence) 2, 7 17.01 16.51

Consolidated statement of comprehensive income

  year ended 31 December year ended 31 December
£000’s 2017 2016
 
(Loss)/profit for the period (16,672) 25,081
Exchange differences* (5,867) 41,429
Actuarial gains and losses on re-measurement of defined benefit pension liability (66) (261)
Tax on re-measurement of defined benefit pension liability 15 65
 
Total recognised comprehensive (loss)/income for the year attributable to equity holders of the parent (22,590) 66,314
 

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

Condensed consolidated balance sheet

 
  as at 31 December as at 31 December
£000’s Notes 2017 2016
 
Assets      
Non-current assets:      
Intangible assets   395,730 455,508
Property, plant and equipment   28,344 28,448
Deferred tax asset   3,312 5,953
    427,386 489,909
Current assets:      
Trade and other receivables 8 169,755 165,604
Cash at bank   15,588 16,503
    185,343 182,107
Liabilities      
Current liabilities:      
Borrowings 10 212 36
Deferred consideration 12 1,608 13,376
Trade and other payables 9 123,406 125,165
Corporation tax   3,415 4,472
Provisions   2,953 1,809
    131,594 144,858
Net current assets   53,749 37,249
Non-current liabilities:      
Borrowings   96,008 99,886
Deferred consideration 12 148 1,634
Trade and other payables   2,543 2,496
Corporation tax liabilities   8,340 10,045
Provisions   4,312 1,790
    111,351 115,851
Net assets   369,784 411,307
 
Equity      
Share capital     6,745 6,703
Share premium   117,790 114,353
Retained earnings   205,143 249,353
Merger reserve   21,256 21,256
Employee Trust   (8,602) (13,677)
Translation reserve   27,452 33,319
Total shareholders’ equity   369,784 411,307
 
Consolidated cash flow statement
 
  year ended 31 December year ended 31 December
£000’s Notes 2017 2016
 
Net cash from operating activities 11 43,744 62,277
 
Cash flows from investing activities:      
Purchases of subsidiaries net of cash acquired   - (6,557)
Deferred consideration   (12,879) (23,672)
Purchase of property, plant and equipment   (8,651) (8,130)
Proceeds from sale of business   234 -
Proceeds from sale of property, plant and equipment   221 225
 
 
Net cash used in investing activities   (21,075) (38,134)
 
Cash flows from financing activities:      
Costs of issue of share capital   (8) (5)
Proceeds from issue of share capital   382 -
Repayment of bank borrowings   (1,424) (6,921)
Payment of finance lease liabilities   (36) (47)
Dividends paid   (22,007) (21,613)
Payment of pre-acquisition dividend   - (850)
Net cash used in financing activities   (23,093) (29,436)
 
Net decrease in cash and cash equivalents   (424) (5,293)
 
Cash and cash equivalents at beginning of period   16,503 17,322
Effect of exchange rate fluctuations   (703) 4,474
 
Cash and cash equivalents at end of period   15,376 16,503
 
 
Cash and cash equivalents comprise:      
Cash at bank 11 15,588 16,503
Bank overdraft 11 (212) -
 
Cash and cash equivalents at end of year   15,376 16,503
 

Consolidated statement of changes in equity

  Share capital Share premium Retained earnings Merger reserve Employee trust Translation reserve Total equity
 
At 1 January 2016 6,667 112,026 244,648 21,256 (11,997) (8,110) 364,490
Profit for the year - - 25,081 - - - 25,081
Other comprehensive income - - (196) - - 41,429 41,233
Total comprehensive income for the year - - 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 21,256 (13,677) 33,319 411,307
Loss for the year - - (16,672) - - - (16,672)
Other comprehensive income - - (51) - - (5,867) (5,918)
Total comprehensive income for the year - - (16,723) - - (5,867) (22,590)
Issue of new ordinary shares 42 3,437 (1,352) - (1,753) - 374
Share based payment expense - - 2,700 - - - 2,700
Transfer on release of shares - - (6,828) - 6,828 - -
Dividends paid - - (22,007) - - - (22,007)
 
At 31 December 2017 6,745 117,790 205,143 21,256 (8,602) 27,452 369,784
 

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 2017 which have 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 IAS 7 (amended), IAS 12 (amended) and the amendments to IFRS 12 included in the Annual Improvements to IFRS 2012 – 2014 cycle. 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 2016 Report and Accounts.

 

2. Alternative performance measures

Throughout this document the Group presents various non-GAAP performance measures (‘alternative performance measures’). The measures presented are those adopted by the Chief Operating Decision Maker and analysts who follow us in assessing the performance of the business.

Group Profit and earnings measures

PBTA

Profit before tax and amortisation and impairment of acquired intangibles and transaction related costs (PBTA) is used by the Board to monitor and measure the trading performance of the Group. It excludes certain items which the Board believes distort the trading performance of the Group. These items are either acquisition and disposal related or they are non-cash items.

Delivering the Group’s strategy includes investment in selected acquisitions that enhance the depth and breadth of services that the Group offers in the territories in which it operates. In addition, from time to time the Group chooses to exit a particular market or service offering because it is not offering the desired returns. By excluding acquisition and disposal related items from PBTA, the Board has a clear and consistent view of the performance of the Group and is able to make informed operational decisions to support its strategy.

Accordingly, transaction related costs including costs of acquisition and disposal, losses on the closure of businesses and amortisation and impairment of intangible assets are excluded from the Group’s preferred performance measure, PBTA.

Items are treated consistently year-on-year, and these adjustments are also consistent with the way that performance is measured under the Group’s incentive plans and its banking covenants.

Operating profit before amortisation and impairment of acquired intangible assets is a derivative of PBTA. A reconciliation is shown below.

 

£000s

2017

2016

 

(Loss) / profit before tax

(1,600)

32,814

Add:

Amortisation and impairment of acquired intangibles and transaction related costs

55,541

17,890

 

PBTA

53,941

50,704

 

 

 

 

Add:

Net finance costs

4,526

5,173

 

Operating profit before amortisation and impairment of acquired intangibles and transaction related costs

58,467

55,877

Adjusted profit attributable to ordinary shareholders
It follows that the Group uses adjusted profit attributable to ordinary shareholders as the input to its adjusted EPS measures. Again, this profit measure excludes amortisation of acquired intangibles and transaction related costs, but is an after tax measure.

 

£000s

2017

2016

 

(Loss) / profit attributable to equity holders of the parent

(16,672)

25,081

Add:

Amortisation and impairment of acquired intangibles and transaction related costs

55,541

17,890

Deduct:

Tax on amortisation and impairment of acquired intangibles and transaction related costs

(885)

(6,292)

 

Adjusted profit attributable to equity holders of the parent

37,984

36,679

Constant currency
The Group generates revenues and profits in various territories and currencies because of its international footprint. Those results are translated on consolidation at the foreign exchange rates prevailing at the time. These exchange rates vary from year to year, so the Group presents some of its results on a constant currency basis. This means that the prior year’s results have been retranslated using current year exchange rates. This eliminates the effect of exchange from the year on year comparison of results. The difference between the reported numbers and the constant currency numbers is the constant currency effect.

£000s

2016

Constant currency effect

2016 at constant currency

Revenue

594,471

20,358

614,829

Fee income

534,296

18,248

552,544

PBTA

50,704

1,713

52,417

Profit before tax

32,814

854

33,668

Segment profit and underlying profit
Segment profit is presented in our segmental disclosures. This excludes the effects of financing and amortisation which are metrics outside of the control of segment management. It also excludes unallocated costs. Segment profit is then adjusted by excluding the costs of reorganisation to give underlying profit for the segment. This reflects the underlying trading of the business. A reconciliation between segment profit and operating profit is given in note 3.

Reorganisation costs
This classification 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.

Unallocated expenses
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. 

Revenue measures

The Group disaggregates revenue into Fee Income and Recharged Expenses. This provides insight into the performance of the business and our productive output. This is reconciled on the face of the income statement. Fee income by segment is reconciled in note 3.

Cash flow measures

EBITDAS
EBITDAS is operating profit adjusted by adding back non-cash expenses, tax and financing costs. The adjustments include interest, tax, depreciation, amortisation and impairment and transaction related costs and share scheme costs. This generates a cash-based operating profit figure which is the input into the cash flow statement. A reconciliation between Operating Profit and EBITDAS is given in note 11.

Conversion of profit into cash
A key measure of the Group’s cash generation is the conversion of profit into cash. This is the cash generated from operations divided by EBITDAS expressed as a percentage. This metric is used as a measure against which the Group’s long and short term performance incentive schemes are judged and reflects how much of the Group’s profit has been collected as cash in the year.

Net bank borrowings
Net bank borrowings is the total of cash and cash equivalents, interest bearing bank loans and finance leases. This measure gives the external indebtedness of the Group, and is an input into the leverage calculations. This is reconciled in note 11.

Leverage
Leverage is the ratio of net bank borrowings plus deferred consideration to annualised EBITDAS and is one of the financial covenants included in our bank facilities.

Tax measures

We report one adjusted tax measure, which is the tax rate on PBTA (”adjusted effective tax rate”). This is the tax charge applicable to PBTA as a percentage of PBTA and is set out in note 6.

3. 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 which represent separate segments.

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 team that manages the BNE and Energy services that we provide in that region.  The results of this region are maintained separately for performance and allocation of resources purposes. Accordingly, the results of this business are reported as a separate segment.

 

Segment results for the year ended 31 December 2017:

£000’s Fee income Recharged Expenses Intersegment revenue External Revenue
BNE - Europe 287,574 43,190 (1,246) 329,518
BNE - North America 76,160 1,989 (265) 77,884
Energy 65,407 11,100 (470) 76,037
AAP 135,025 12,556 (384) 147,197
Group Eliminations (1,846) (519) 2,365 -
Total 562,320 68,316 - 630,636
 
£000’s Underlying Profit Reorganisation Costs Segment Profit
BNE - Europe 37,048 - 37,048
BNE - North America 8,542 (208) 8,334
Energy 6,801 (441) 6,360
AAP 15,832 (562) 15,270
Total 68,223 (1,211) 67,012
 

Segment results for the year ended 31 December 2016 as restated:

£000’s Fee income Recharged 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
 

Group reconciliation

£000’s 2017 2016
 
Revenue 630,636 594,471
Recharged expenses (68,316) (60,175)
Fee income 562,320 534,296
 
Underlying profit 68,223 68,224
Reorganisation costs (1,211) (5,614)
Segment profit 67,012 62,610
Unallocated expenses (8,545) (6,733)
Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 58,467 55,877
Amortisation and impairment of acquired intangibles and transaction related costs (55,541) (17,890)
Operating profit 2,926 37,987
Finance costs (4,526) (5,173)
(Loss)/profit before tax (1,600) 32,814
 

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

  Revenue Fee income
£000’s 2017 2016 2017 2016
 
UK 232,490 220,053 193,183 186,939
Australia 144,694 134,935 132,200 126,366
USA 98,957 91,705 93,901 83,486
Norway 73,217 69,528 71,804 68,129
Netherlands 36,180 31,759 30,148 26,803
Ireland 28,805 27,190 26,641 24,585
Canada 12,461 15,172 10,624 13,927
Other 3,832 4,129 3,819 4,061
Total 630,636 594,471 562,320 534,296
 

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

£000’s year ended 31 Dec 2017 year ended 31 Dec 2016
 
Amortisation of acquired intangibles 12,804 17,470
Impairment of goodwill 40,024 -
Loss on sale of business 2,695 -
Adjustments to consideration payable - 187
Transaction costs 18 233
Total 55,541 17,890
 

Impairment of acquired intangibles
The Group has recognised impairment charges of £33,420,000 in respect of goodwill allocated to its Energy EAME cash generating unit (“CGU”) group and £6,604,000 in respect of goodwill allocated to its Energy NA CGU group. Energy EAME and NA performed close to budget during the first half of 2017 and whilst trading improved in the second half it was lower than expected despite the increased oil price. The Board has considered the prospects for the oil industry and the potential demand for our services and consider them to be lower in the longer term than at the last review. Accordingly, our impairment review at the year-end incorporated a lower forecast for cash generation than previously, which has resulted in the goodwill impairment.

We remain committed to the oil and gas sector and have a strategic objective to develop a leading, global and innovative energy business in oil and gas and the broader energy market.

When goodwill was assessed for impairment at the end of 2016 our Energy business was treated as a single CGU group. For part of 2017, the Energy businesses in Europe and North America were managed separately (reporting as part of those respective regional segments). Consequently, the goodwill allocated to the Energy CGU group was split into amounts allocated to Energy North America and Energy EAME. No impairment would have arisen at the end of 2016 had this split already occurred when the 2016 impairment testing was undertaken.

The recoverable amounts of the Energy EAME and Energy North America CGU groups were calculated using value in use. Those recoverable amounts are: £11,327,000 for Energy EAME and £15,556,000 for Energy North America. The pre-tax discount rates used to value the two CGU groups were 16.1% for Energy EAME and 12.9% for Energy North America.

Loss on sale of business
On 29 December 2017, the Group disposed of the trade and certain assets of its pipeline approval business in Canada. The sale proceeds were C$395,000 (£233,000). The loss on disposal includes a lease which has become onerous since we no longer are able to make economic use of the building in which the land staff were based.

 

5. Net financing costs

£000’s year ended 31 Dec 2017 year ended 31 Dec 2016
Finance costs:    
Interest on loans, overdraft and finance leases (3,952) (3,982)
Amortisation of prepaid financing costs (383) (359)
Interest on deferred consideration (304) (990)
Finance income:    
Deposit interest receivable 113 158
Net financing costs (4,526) (5,173)
 

6. Income taxes

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

£000’s year ended 31 Dec 2017 year ended 31 Dec 2016
Current tax:    
UK corporation tax 3,750 3,115
Overseas tax 9,603 7,297
Adjustments in respect of prior years 1,422 (49)
  14,775 10,363
Deferred Tax:    
Origination and reversal of temporary differences (722) (2,589)
Effect of change in tax rate 2,278 (223)
Adjustments in respect of prior years (1,259) 182
  297 (2,630)
     
Tax expense for the year 15,072 7,733
 

In addition to the amount charged to the income statement, the following items related to tax have been recognised:

Deferred tax credit in other comprehensive (15) (65)
Deferred tax expense in equity for the year - 63
 

The effective tax rate for the year on profit before tax was significantly distorted by the impairment of goodwill which was not deductible for tax purposes. When the impact of this is excluded the tax rate was 39.2%. The effective tax rate for the year on PBTA is 29.6% (2016: 27.7%) as shown in the table below:

£000's 2017 2016
Total tax expense in Income Statement 15,072 7,733
Add back:    
Tax on amortisation and impairment of acquired intangibles and transaction related costs 885 6,292
Adjusted tax charge on the (loss)/profit for the year 15,957 14,025
PBTA 53,941 50,704
Adjusted effective tax rate 29.6% 27.7%
Tax rate impact of amortisation and impairment of acquired intangibles and transaction related costs (971.6)% (4.1%)
Statutory effective tax rate (942.0)% 23.6%
 

The Group operates in and is subject to tax in many jurisdictions. The weighted average tax rate is derived by weighting the rates in those jurisdictions by the profit before tax earned 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 19.25% (2016: 20.0%), Australia 30% (2016: 30%), US 38% (2016: 39%).

The weighted average tax rate excluding the impact of goodwill which was not deductible for tax purposes increased to 26.1% in 2017 (2016: 25.1%). This increase was due to greater proportions of tax arising in Australia and the US, which are taxed at high rates, and a lower proportion in the UK which is taxed at lower rates.

The actual tax charge differs from the weighted average tax charge for the reasons set out in the following reconciliation:

£000's 2017 2016
(Loss)/profit before tax (1,600) 32,814
Add back: impairment of goodwill 40,024 -
Profit before tax and impairment of goodwill 38,424 32,814
     
Tax at the weighted average rate of 26.1% (2016: 25.1%) 10,031 8,240
Effect of:    
Irrecoverable withholding tax suffered 1,619 1,190
Impact of intercompany financing (581) (1,664)
Effect of change in tax rates 2,424 223
US repatriation tax 209 -
Canada losses not recognised 795 -
Adjustments in respect of prior years 163 133
Other differences 412 57
Total tax expense for the year 15,072 7,733
 

The Group operates, mainly through our oil and gas exposed 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 irrecoverable withholding tax suffered increased in 2017 as more work was undertaken in these jurisdictions.

The impact of intercompany financing relates to the funding of US operations from the UK. In response to the OECD's Base Erosion and Profit Shifting project (BEPS) the UK introduced new legislation which reduced the impact in 2017. The reduction in the US Federal tax rate from 35% to 21% that applies from 1 January 2018 will further reduce the impact in future periods.

From 1 January 2018 the US Federal tax rate reduced from 35% to 21% and the Norwegian tax rate reduced from 24% to 23%. These changes have resulted in an income statement charge arising principally from the reduction in the balance sheet carrying value of deferred tax assets relating to the amortisation of intangible assets.

Following US tax reform that was enacted in December 2017, undistributed profits of US subsidiaries become taxable at rates between 8.0% and 15.5%. The charge is not recurring and future US subsidiary profits will not be taxable.

In Canada, no benefit has been recognised for the losses arising on the disposal of the pipeline approval business as it is uncertain that they will be utilised.

Adjustments in respect of prior years arise when amounts of tax due calculated when tax returns are submitted differ from those estimated at the year end.

Other differences include expenses not deductible for tax purposes such as entertaining, share scheme charges, depreciation of property, plant and equipment 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 other differences increased in 2017 as it included the impact of higher non-deductible transaction costs and 2016 was reduced by foreign exchange movement.

 

7. 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:

£000’s / 000's year ended 31 Dec 2017 year ended 31 Dec 2016
(Loss)/profit attributable to equity holders of the parent (16,672) 25,081
Weighted average number of ordinary shares for the purposes of basic earnings per share 221,804 220,977
Effect of employee share schemes 1,479 1,237
Diluted weighted average number of ordinary shares 223,283 222,214
     
Basic (loss)/earnings per share (pence) (7.52) 11.35
Diluted (loss)/earnings per share (pence) (7.47) 11.29
 

The directors consider that earnings per share before amortisation and impairment of acquired intangibles and transaction related costs provides a more consistent 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 2017 year ended 31 Dec 2016
(Loss)/profit attributable to equity holders of the parent (16,672) 25,081
Amortisation and impairment of acquired intangibles and transaction related costs (note 4) 55,541 17,890
Tax on amortisation and impairment of acquired (885) (6,292)
Adjusted profit attributable to equity holders of the parent 37,984 36,679
     
Adjusted basic earnings per share (pence) 17.13 16.60
Adjusted diluted earnings per share (pence) 17.01 16.51
 

8. Trade and other receivables

Trade and other receivables comprise the following balances:

£000’s 31 Dec 2017 31 Dec 2016
Trade receivables 114,653 118,664
Accrued income 39,001 33,294
Prepayments 10,568 9,536
Other receivables 5,533 4,110
Total trade and other receivables 169,755 165,604
 

Trade receivables and accrued income net of provision for impairment are shown below:

 
£000’s 31 Dec 2017 31 Dec 2016
Trade receivables 119,500 124,702
Provision for impairment (4,847) (6,038)
Trade receivables net 114,653 118,664
     
£000’s 31 Dec 2017 31 Dec 2016
Accrued income 44,757 37,710
Provision for impairment (5,756) (4,416)
Accrued income net 39,001 33,294

All amounts shown under trade and other receivables fall due within one year.

The carrying value of trade and other receivables is considered a reasonable approximation of fair value due to their short term nature and the provisions for impairment recorded against them. The individually impaired balances mainly relate to items under discussion with customers.

Certain trade receivables are past due but have not been impaired. These relate to customers where we have no concerns over the recovery of the amount due. The age of financial assets past due but not impaired are as follows:

£000’s 31 Dec 2017 31 Dec 2016
Not more than three months 10,740 10,201
More than three months 10,558 11,735
Total overdue 21,298 21,936

Movements in impairment:

£000’s Trade receivables Accrued income Total
As at 1 January 2017 6,038 4,416 10,454
Impairment charge 2,445 5,153 7,598
Reversal of provisions (2,417) (1,426) (3,843)
Receivables written off during the year as uncollectible (1,161) (2,354) (3,515)
Exchange differences (58) (33) (91)
As at 31 December 2017 4,847 (5,756) 10,603
 
£000’s Trade receivables Accrued income Total
As at 1 January 2016 10,875 3,572 14,447
Impairment charge 2,155 3,443 5,598
Reversal of provisions (6,449) (1,360) (7,809)
Receivables written off during the year as uncollectible (1,076) (1,550) (2,626)
Additions through acquisition 255 - 255
Exchange differences 278 311 589
As at 31 December 2016 6,038 4,416 10,454

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable mentioned above.

9. Trade and other payables

£000’s 31 Dec 2017 31 Dec 2016
Trade payables 34,838 33,825
Accruals 41,026 42,039
Deferred income 22,199 24,389
Creditors for taxation and social security 18,909 17,850
Other payables 6,434 7,062
Total trade and other payables 123,406 125,165
 

All amounts shown under trade and other payables fall due for payment within one year. The carrying values of trade and other payables are considered to be a reasonable approximation of fair value due to the short term nature of these liabilities.

10. Borrowings

£000’s 31 Dec 2017 31 Dec 2016
Bank loans 41,457 43,312
US loan notes 55,185 57,571
Bank overdraft 212 -
Total bank loans, notes and overdrafts 96,854 100,883
Finance lease creditor - 36
Arrangement fees (634) (997)
Total borrowings 96,220 99,922

The bank loans, notes and overdrafts are repayable as follows:

£000’s 31 Dec 2017 31 Dec 2016
Amounts due for settlement within 12 months 212 -
In the third to fifth years inclusive 96,642 100,883
Total 96,854 100,883

The principal features of the Group’s borrowings are as follows:

i) an uncommitted £3,000,000 bank overdraft facility, repayable on demand.

ii) an uncommitted Australian Dollar denominated overdraft facility of AUD 1,500,000, repayable on demand.

iii) The Group has one principal bank facility: a multicurrency revolving credit facility of £150,000,000 with Lloyds Bank plc and HSBC Bank plc, expiring in 2020. Term loans drawn down under this facility carry interest fixed for the term of the loan equal to LIBOR (or the currency equivalent) plus a margin determined by reference to the leverage of the Group.

There were loans drawn totalling £41,457,000 at 31 December 2017 (2016: £43,312,000).

The facility is guaranteed by the Company and certain subsidiaries but no security over the Group’s assets exists.

iv) In addition, in September 2014 the Group has issued seven-year non-amortising US private placement notes of $34,070,000 and £30,000,000 with fixed interest chargeable at 3.84% and 3.98% respectively that are repayable on 30 September 2021. They are guaranteed by the Company and certain subsidiaries but no security over the Group’s assets exists.

The carrying amounts of short term borrowings approximate their fair values as the impact of discounting is not significant. The carrying value of our long-term borrowings approximate fair value.

 

11. Notes to the consolidated cash flow statement

£000’s year ended 31 Dec 2017 year ended 31 Dec 2016
 
Operating profit 2,926 37,987
Adjustments for:    
Depreciation 8,417 8,390
Impairment of goodwill 40,024 -
Amortisation of acquired intangibles 12,804 17,470
Consideration fair value adjustments - 187
Share based payment expense 2,700 2,184
Loss on sale of business 2,617 -
Loss on sale of property, plant and equipment 86 537
EBITDAS 69,574 66,755
(Increase)/decrease in trade and other receivables (7,584) 9,522
Increase in trade and other payables 1,521 1,976
Cash generated from operations 63,511 78,253
     
Interest paid (4,960) (5,077)
Interest received 113 158
Income taxes paid (14,920) (11,057)
Net cash from operating activities 43,744 62,277

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2017:

£000’s At 31 Dec 2016 Cash flow Foreign exchange Prepaid arrangement fees At 31 Dec 2017
Cash at bank 16,503 (212) (703) - 15,588
Overdrafts - (212) - - (212)
Cash and cash equivalents 16,503 (424) (703) - 15,376
Bank loans (99,886) 1,424 2,818 (364) (96,008)
Finance lease creditor (36) 36 - - -
Net bank borrowings (83,419) 1,036 2,115 (364) (80,632)
 

The cash balance at 31 December 2017 includes £2,917,000 (2016: £3,036,000) that is restricted in its use, either as security or client deposits.

12. Deferred consideration

£000’s As at 31 Dec 2017 As at 31 Dec 2016
Amount due within one year 1,608 13,376
Amount due between one and two years - 1,625
Amount due between two and five years 26 9
Amount due after five years 122 -
Total deferred consideration 1,756 15,010
 

13. Dividends

Amounts recognised as distributions during the year:

£000’s Year ended 31 Dec 2017 Year ended 31 Dec 2016
Final dividend for the year ended 31 Dec 2016 of 5.08p (2015: 5.08p) per share 11,308 11,267
Interim dividend for the year ended 31 Dec 2017 of 4.80p (2016: 4.66p) per share 10,699 10,346
  22,007 21,613
     
Proposed final dividend for the year ended 31 Dec 2017 of 5.08p (2016:5.08p) per share 11,361 11,315

The proposed final dividend for the year ended 31 December 2017 is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.

14. 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.

15. Auditor's report on Report and Accounts 2017

The financial information set out above does not constitute the Company’s full statutory accounts for the year ended 31 December 2017 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 2016 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).

16. Publication of Report and Accounts 2017

This announcement and a copy of the annual report and accounts for 2017 have been posted on the Company’s website at www.rpsgroup.com. It is expected that the annual report and accounts together with notice of the Company’s Annual General Meeting will be posted to shareholders on or before 16 March 2018. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH. Copies of these documents, together with the form proxy for use at the Company’s Annual General Meeting, have or will be submitted to the Financial Conduct Authority via the National Storage Mechanism.

17. Risk management

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 2017

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 224,924,071 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (43,854) from those announced on 31 January 2018 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 224,924,071.
 
The above figure (224,924,071) 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 2018

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

Director/PDMR Share Dealing

05 Feb
 

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"):

5 February 2018

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): £2.64
Volume(s): 47

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 February 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Trevor Hoyle (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - Europe

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): £2.64
Volume(s): 47

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

1 February 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.58
Volume(s): 72

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

2 February 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Group results for the year ended 31 December 2017

01 Feb
 

Group results for the year ended 31 December 2017

The Group's final results for the year ended 31 December 2017 will be announced on 1 March 2018.

Unaudited results suggest that the Group's trading result for 2017, as measured by PBTA, was approximately £54m (2016 £50.7m). Profits from each of our segments increased year on year although Energy profits are lower than we expected.

In light of the lower than expected performance of the Energy businesses and uncertain longer-term prospects of the oil industry, the Board has decided to make a goodwill impairment charge of approximately £40m in respect of the Energy businesses.

The Board is committed to revitalising our international oil and gas businesses and meeting the challenges of a changing hydrocarbons market and emerging alternatives.

Our conversion of profit into operating cash flow was again strong. Net bank borrowing at 31 December 2017 was approximately £80.6m (December 2016 £83.4m).

RPS will report its 2017 segmental results consistent with the presentation that was used in 2016 which reported the results of Energy as a separate segment. The appendix to this announcement shows the Interim Results for the six months ended 30 June 2017 restated to be consistent with this revised segmentation.

1 February 2018

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

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

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, Australia, Malaysia, New Zealand 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.

Appendix

Segmental Results for the 6 months ended 30 June 2017 as restated

£000s Fees Expenses Intersegment revenue External Revenue
BNE - Europe 147,014 20,006 (536) 166,484
BNE - North America 35,221 2,232 (123) 37,330
Energy 33,209 5,835 (686) 38,358
AAP 66,970 5,593 (219) 72,344
Group eliminations (1,359) (205) 1,564 -
Total 281,055 33,461 - 314,516
 
£000s   Underlying profit Reorganisation costs Segment profit
BNE - Europe   19,517 - 19,517
BNE - North America   4,411 (109) 4,302
Energy   2,998 (236) 2,762
AAP   8,302 (349) 7,953
Total   35,228 (694) 34,534

Segmental Results for the 6 months ended 30 June 2017 as originally presented

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

Detailed reclassification for the 6 months ended 30 June 2017

£000s Fees Expenses Intersegment revenue External Revenue
Europe (17,435) (3,468) (138) (21,041)
North America (15,114) (2,277) 74 (17,317)
Energy 33,209 5,835 (686) 38,358
AAP - - - -
Group eliminations (660) (90) 750 -
Total - - - -
 
£000s   Underlying profit Reorganisation costs Segment profit
Europe   (1,915) 229 (1,686)
North America   (1,083) 7 (1,076)
Energy   2,998 (236) 2,762
AAP   - - -
Total   - - -

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 224,880,217 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (63,216) from those announced on 22 December 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 224,880,217.
 
The above figure (224,880,217) 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 2018

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

TR-1: Notification of Major Interest in Shares - UBS Asset Management

26 Jan

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

RPS Group PLC
GB0007594764

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

UBS Asset Management (Traditional and IFS)
UBS Group AG

City and country of registered office (if applicable)

Zürich, Switzerland

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:

23 January 2018

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

25 January 2018

 

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

Below notifiable threshold

-

Below notifiable threshold

224,861,266

Position of previous notification (if applicable)

5.15%

-

5.15%

 

 

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

 

Below notifiable threshold

 

Below notifiable threshold

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

Below notifiable threshold

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

 

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

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

UBS Group AG

 

 

 

UBS AG

 

 

 

UBS Asset Management AG

 

 

 

UBS Asset Management Holding (No. 2) Ltd

 

 

 

UBS Asset Management Holding Ltd

 

 

 

UBS Asset Management (UK) Limited

 

 

 

 

 

 

 

UBS Group AG

 

 

 

UBS AG

 

 

 

UBS Asset Management AG

 

 

 

UBS Asset Management Holding Ltd

 

 

 

UBS Asset Management Life Limited

 

 

 

 

 

 

 

UBS Group AG

 

 

 

UBS AG

 

 

 

UBS Asset Management AG

 

 

 

UBS Fund Management (Switzerland) AG

 

 

 

 

 

 

 

 

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:

Place of completion: Opfikon, Switzerland

Date of completion: 25.01.2018

 

Block Listing Application

11 Jan
 

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 12 January 2018.
 
The shares will be issued fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company.

11 January 2018

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

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

09 Jan

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:

05/01/2018

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

08/01/2018

 

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

Below 5%

Below 5%

Below 5%

224,817,001

Position of previous notification (if applicable)

4.91%

0.37%

5.29%

 

 

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

 

Below 5%

 

Below 5%

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

Below 5%

Below 5%

 

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

 

 

Below 5%

Below 5%

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

Below 5%

Below 5%

 

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

Below 5%

Below 5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

Below 5%

Below 5%

 

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: 8 January, 2018

 

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 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.

 

 

 

BlackRock 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

 

 

 

 

 

 

 

 

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

05 Jan

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:

03/01/2018

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

04/01/2018

 

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

4.91%

0.37%

5.29%

224,817,001

Position of previous notification (if applicable)

5.02%

0.34%

5.36%

 

 

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

 

11,059,990

 

4.91%

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

11,059,990

4.91%

 

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

 

 

12,990

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.1

12,990

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

837,650

0.37%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

837,650

0.37%

 

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:4 January, 2018

 

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 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 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 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 Group Limited

 

 

 

BlackRock Investment Management (UK) Limited

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

BlackRock Holdco 2, Inc.

 

 

 

BlackRock Financial Management, Inc.

 

 

 

BlackRock International Holdings, Inc.

 

 

 

BlackRock 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 Australia Holdco Pty. Ltd.

 

 

 

BlackRock Investment Management (Australia) Limited

 

 

 

 

 

 

 

 

Director/PDMR Share Dealing

04 Jan
 

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 January 2018

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): £2.71
Volume(s):46

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

3 January 2018

f)

Place of the transaction

London Stock Exchange
 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Trevor Hoyle (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - Europe

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): £2.71
Volume(s): 46

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

Peter Fearn (PDMR)

2

Reason for the notification

a)

Position/status

Chief Executive Officer - North America

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): £2.71
Volume(s): 76

d)

Aggregated information
-Aggregated volume
-Price

N/A

e)

Date of the transaction

3 January 2018

f)

Place of the transaction

London Stock Exchange
 
ENQUIRIES  
Nicholas Rowe, Company Secretary Tel: 01235 438 016
   

Block Listing Six Monthly Return

02 Jan

Click here to download pdf

Date: 2 January 2018

 
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 2017 To: 31 December 2017
Balance of unallotted securities under scheme(s) from previous return: 1,034,410
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): 769,667
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 264,743
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016