Acquisition of Rudall Blanchard Associates Group Ltd (trading as RBA)

31.03.08

RPS announces the acquisition of RBA, a consultancy based in the UK, with offices in the US and Australia, providing health, safety and environmental advice to the oil and gas, renewable energy and petrochemical industries.

was established in 1992 and operates from headquarters in central London and offices in Aberdeen, Brisbane and Houston. It provides a broad range of health, safety and environmental services to blue chip clients in the oil and gas, renewable energy and petrochemical industries.

RBA will be integrated with RPS’s existing energy business in the UK, Australia and the US. The business was purchased from the founder and managing director and two of his fellow directors. They have all signed service agreements and will be remaining with RPS. The other 54 RBA staff are also all remaining with RPS.

In the year ended 31 August 2007, RBA had revenues of £4.5 million, profit before tax of £0.9 million and net assets of £1.7 million.

RPS is acquiring the entire share capital of RBA for a maximum total consideration of £ 6.0 million of which £4.8 million will be paid in cash and £1.2 million in new RPS shares. £ 3.6 million was paid at completion in cash. Subject to certain operational conditions being met, the balance of the consideration, £ 2.4 million, will be paid, in two equal parts, on 28 March in 2009 and 2010 respectively. Both payments will be split equally between shares and cash. The number of shares to be paid will be determined by reference to the RPS share price at the time of issue.

Application will be made to the UK Listing Authority and to the London Stock Exchange for listing of new RPS shares to be issued as part of the consideration. Once issued, in March 2009 and March 2010, they will rank equally with the ordinary RPS shares in issue at that time.

Brook Land, Chairman of RPS commented:

“Providers of energy, whether oil and gas or from renewable sources, are under increasing pressure to demonstrate that their sources of supply are environmentally sound and the methods of securing those supplies are sustainable, safe and secure. These are important drivers in our fast growing Energy business. The addition of RBA’s extensive skills is a significant deepening of our capability in these areas."

31 March 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 trade in the UK, Ireland, the Netherlands, Poland, North America, South East Asia and Australia and undertake projects in many other parts of the world.