Acquisition of Paras Ltd (Paras)

Paras was formed in 1993 and has developed to become a leading provider of information management and strategy consultancy services to the energy sector. It is headquartered in London and undertakes projects on an international basis.

The company works with major international energy companies to help define and implement successful exploration investment strategies worldwide. It also assists those companies in managing their information more effectively, a particularly important role in an industry that relies heavily on the use of complex data to support its exploration and production processes. Clients include BP, ConocoPhillips and BG Group.

In the year ended 31 October 2007, Paras had revenues of £3.0 million and profit before tax, adjusted to reflect ongoing employment costs for the directors, of £1.0 million. Net assets as at 31 October 2007 were £1.2 million, including £0.9 million of cash.

RPS is acquiring the entire share capital of Paras, for a maximum total consideration of £6.4 million. Consideration paid at completion was £4.7 million, comprising £3.5 million cash and 513,095 new RPS shares at a price of £2.34 per share with a total value of £1.2 million. Subject to certain operational conditions being met, a further £0.6 million will be paid on each of the first and second anniversaries of the transaction and £0.5 million on the third anniversary of the transaction. The vendors of the business are the three executives of Paras, who are remaining with RPS, and four others not employed in the business, including the two non executive directors, who retired from the Paras board at completion of the transaction.

The new RPS shares will rank pari passu in all respects with the existing issued ordinary share capital of RPS. Application will be made to the UK Listing Authority and the London Stock Exchange for the new RPS shares to be admitted to trading on the Official List. Admission is expected to become effective by 17 October 2008.

Alan Hearne, Chief Executive of RPS, commented:

"RPS remains committed to expanding our fast growing international Energy business with further acquisitions. The addition of Paras significantly enhances the high value advisory skills we have developed over the last few years and will assist our Energy business in consolidating its market leading position. The Group’s balance sheet remains strong and further acquisitions are under negotiation."

10 October 2008

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, North America, Eastern Europe, South East Asia and Australia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good indices.