Acquisition of MetOcean Engineers Pty Ltd

RPS announces the acquisition of MetOcean, a consultancy providing oceanographic and meteorological services in support of coastal and ocean engineering and environmental protection.

MetOcean was established in 1974 and provides oceanographic and meteorological consultancy services to the oil and gas, minerals and shipping industries, as well as to Government agencies with an interest in marine activity. It is based in Perth, Western Australia and undertakes projects on an international basis. MetOcean’s skills fit well with the range of services that RPS currently offers its oil and gas clients and gives us scope to expand our client base as well as increasing the range of consultancy services we offer to our existing clients.

As a result of global warming, understanding and predicting oceanic conditions in respect of wind, waves, tides and currents is becoming increasingly important for those with an interest in coastal assets, such as ports and harbours, as well as those who transport oil and gas, minerals and other industrial raw materials and products by ship. MetOcean is a pioneer in the provision of such data and advice and, therefore, at the forefront of this increasingly important science.

The business is being acquired from the 3 man MetOcean management team and four external shareholders. The management team and staff are remaining with RPS and the business will be integrated with RPS’s existing activities in Perth. Its results will be included within our Environmental Management segment.

In the year ended 30 June 2007 MetOcean had revenues of A$14.4 million (£6.1 million) and profit before tax of A$4.8 million (£2.0 million). Net assets at 30 June 2007 were A$7.4 million (£3.1 million).

RPS is acquiring the equity of MetOcean for a maximum total consideration of A$33.3 million (£14.0 million). Consideration paid at completion was A$12 million (£5.1 million) settled in cash, together with 900,855 new RPS shares1 with a total value of £3.0 million (A$7.2 million). Subject to certain operational conditions being met, a further A$5.2 million (£2.2 million) in cash will be paid on the first anniversary of the transaction. A$5.3 million (£2.2 million) in cash on the second anniversary and a final payment of A$3.6 million (£1.5 million) on the third anniversary.

Alan Hearne, Chief Executive of RPS commented:

"The acquisition of MetOcean is an excellent example of how RPS is developing its multi-disciplinary skills in the major growth areas of securing energy supplies and managing climate change. MetOcean brings into the Group 50 highly qualified professionals with skills ranging across ocean and environmental engineering, electronics, computing and mathematics, numerical modelling, complex data analysis and project management. Their experience will integrate effectively with our existing activities in Perth and will supplement our growing international capability in climate change analysis."

Note 1: Application will be made to the UK Listing Authority and to the London Stock Exchange for listing of the new RPS shares to be issued as part of the consideration. These new shares will rank equally with the existing ordinary shares.

6 August 2007

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

In order to assist in the reduction in the greenhouse gas emissions necessary to slow and eventually reverse global warming the staff of RPS have set themselves the task of reducing energy consumption by 5% each year using 2007 as the base. If successful we will halve our (per capita) energy use by 2020.