Announcements

Announcements

    Effects of changes to segmentation

    21 Apr
     

    On 2 March, in the results announcement for the year ended 31 December 2016, we reported that the Board had decided that, from 1 January 2017, the Group would operate and report three multi-disciplinary regional segments: Australia Asia Pacific (“AAP”), which has been in existence since 2013, Europe and North America. The latter two have been formed by combining Built and Natural Environment (“BNE”): Europe with the Europe, Africa and Middle East (“EAME”) component of Energy and BNE: North America with the North America component of Energy.
     
    The effect of these changes on the segment results for the year ended 31 December 2016 and on the six months ended 30 June 2016 is given below in notes 1 and 2 respectively.

    21 April 2017

    ENQUIRIES  
    RPS Group plc  
    Dr Alan Hearne, Chief Executive
    Gary Young, Finance Director
    Tel: 01235 863 206

    Instinctif Partners
     
    Justine Warren
    Matthew Smallwood
    Tel: 020 7457 2020

    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.

    Note 1
    Segment results for the year ended 31 December 2016 as restated

       £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
    Europe 307,671 42,406 (1,603) 348,474
    North America 98,560 9,722 (323) 107,959
    AAP 130,140 8,439 (541) 138,038
    Group eliminations (2,075) (392) 2,467 -
    Total 534,296 60,175 - 594,471

      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
    Europe 42,120 (3,289) 38,831
    North America 10,623 (1,079) 9,544
    AAP 15,481 (1,246) 14,235
    Total 68,224 (5,614) 62,610


    Segment results for the year ended 31 December 2016 as originally presented

      £000’s Fees 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


    Detailed reclassification for the year ended 31 December 2016


      £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
    Europe 38,642 6,240 (889) 43,993
    North America 33,178 3,324 (163) 36,339
    Energy (71,490) (9,327) 485 (80,332)
    AAP - - - -
    Central (330) (237) 567 -
    Total - - - -

      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
    Europe 6,522 (2,829) 3,693
    North America 2,467 (774) 1,693
    Energy (8,989) 3,603 (5,386)
    AAP - - -
    Total - - -

    Note 2
    Segment results for the six months ended 30 June 2016 as restated


       £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
    Europe 151,363 20,406 (835) 170,934
    North America 47,312 5,052 (187) 52,177
    AAP 63,171 5,358 (209) 68,320
    Group eliminations (1,042) (189) 1,231 -
    Total 260,804 30,627 - 291,431

      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
    Europe 17,093 (2,452) 14,641
    North America 5,339 (448) 4,891
    AAP 7,344 (1,037) 6,307
    Total 29,776 (3,937) 25,839


    Segment results for the six months ended 30 June 2016 as originally presented

      £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
      BNE - Europe 131,205 17,332 (275) 148,262
      BNE - North America 31,957 3,675 (81) 35,551
      Energy 35,300 4,327 (329) 39,298
      AAP 63,171 5,358 (209) 68,320
      Group eliminations (829) (65) 894 -
      Total 260,804 30,627 - 291,431

      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
      BNE - Europe 16,751 (383) 16,368
      BNE - North America 4,753 (151) 4,602
      Energy 928 (2,366) (1,438)
      AAP 7,344 (1,037) 6,307
      Total 29,776 (3,937) 25,839


    Detailed reclassification for the six months ended 30 June 2016

      £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
    Europe 20,158 3,074 (560) 22,672
    North America 15,355 1,377 (106) 16,626
    Energy (35,300) (4,327) 329 (39,298)
    AAP - - - -
    Central (213) (124) 337 -
    Total - - - -

      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
    Europe 342 (2,069) (1,727)
    North America 586 (297) 289
    Energy (928) 2,366 1,438
    AAP - - -
    Total - - -

    SIP Announcement

    05 Apr
     

    On 04 April 2017 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

    05 April 2017

      Purchase of Shares on 04 April 2017 £2.5725 per share. Allotment of Matching Shares 04 April 2017 £2.5725 per share. Total number of Partnership, Matching and Dividend shares held on 04 April 2017.
    Gary Young 48 48 21,305
    Alan Hearne 49 49 17,466
     

    The beneficial ownership of the Matching Shares will pass to the directors in three years’ time subject to continued employment and the retention of the underlying Partnership Shares.

    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Voting Rights and Capital

    31 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 223,791,418 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (213,286) from those announced on 28 February 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 223,791,418.
     
    The above figure (223,791,418) 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 March 2017

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

    Block Listing Application

    22 Mar
     

    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 23 March 2017.
     
    The shares will be issued fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company.

    22 March 2017

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

    Director/PDMR Share Awards

    10 Mar
     

    RPS Group Plc (the “Company”) announces that on 9 March 2017 awards of shares as nil cost options were made to Alan Hearne 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 6-8 March 2017. 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 9 March 2017 awards of shares as nil cost options were made to Alan Hearne and Gary Young under the RPS Group Plc 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 6-8 March 2017. These awards relate to deferral of bonus earned under the Plan in respect of the year-ended 31 December 2016 and subject to the rules of the Plan will be exercisable in two 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.

    10 March 2017

    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

    Alan Hearne

    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): 229,956

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    9 March 2017

    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):153,265

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    9 March 2017

    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

    Alan Hearne

    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):91,959

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    9 March 2017

    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)25,610

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    9 March 2017

    f)

    Place of the transaction

    Outside a trading venue

    TR-1: Notification of Major Interest in Shares - Norges Bank

    10 Mar
     

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

    RPS GROUP PLC
    GB0007594764

    2. Reason for the notification (please state Yes/No):

    An acquisition or disposal of voting rights: (Yes)

    An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

    An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

    An event changing the breakdown of voting rights: (No)

    Other (please specify): (No)

    3. Full name of person(s) subject to the notification obligation:

    Norges Bank

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

    N/A

    5. Date of the transaction and date on which the threshold is crossed or reached:

    08 March 2017

    6. Date on which issuer notified:

    09 March 2017

    7. Threshold(s) that is/are crossed or reached:

    Above 3%

     

    8.Notified details:

    A: Voting rights attached to shares

    Class/type of shares if possible using the ISIN CODE

    Situation previous to the triggering transaction

    Resulting situation after the triggering transaction

    Number of Shares

    Number of Voting Rights

    Number of shares

    Number of voting rights

    Percentage of voting rights

    Direct

    Direct

    Indirect

    Direct

    Indirect

    GB0007594764

    6,252,818

    6,252,818

    6,985,597

    6,985,597

    3.12 %

     

    B: Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Expiration date

    Exercise/Conversion Period

    No. of voting rights that may
    be acquired if the instrument is
    exercised/ converted.

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

     

    C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Exercise price

    Expiration date

    Exercise/Conversion period

    No. of voting rights instrument refers to

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

    Nominal

    Delta

    n/a

    n/a

     

    Total (A+B+C)

    Number of voting rights

    Percentage of voting rights

    6,985,597

    3.12 %

     

    9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

    N/A

     

    Proxy Voting:

    10. Name of the proxy holder:

    Norges Bank

    11. Number of voting rights proxy holder will cease to hold:

    N/A

    12. Date on which proxy holder will cease to hold voting rights:

    N/A

     

    13. Additional information:

    None

    14. Contact name:

    Philippe Chiaroni

    15. Contact telephone number:

    +4724073297
     

    RPS Group Plc 2016 Annual Report and Accounts

    08 Mar
     

    RPS Group Plc 2016 Annual Report and Accounts
     
    RPS Group Plc (the ‘Company’) announces that as from today a copy of its Annual Report and Accounts for the year ended 31 December 2016 is available on its website at www.rpsgroup.com.
     
    The Company expects to mail a copy of the Report and Accounts together with its Notice of Annual General Meeting to shareholders on or around 24 March 2017.
     
    The Report and Accounts have been submitted, and the Notice of Annual General Meeting together with the related form of proxy will when issued be submitted, to the Financial Conduct Authority electronically via the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

    8 March 2017

    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    SIP Announcement

    03 Mar
     

    On 01 March 2017 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

    03 March 2017

      Purchase of Shares on 01 March 2017 £2.54 per share Allotment of Matching Shares 01 March 2017 £2.54 per share Total number of Partnership, Matching and Dividend shares held on 01 March 2017
    Gary Young 50 50 21,209
    Alan Hearne 49 49 17,368
     

    The beneficial ownership of the Matching Shares will pass to the directors in three years’ time subject to continued employment and the retention of the underlying Partnership Shares.

    ENQUIRIES  
    RPS Group plc  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Results for the Year Ended 31 December 2016

    02 Mar
       

    Significantly improved performance in second half. Strong cash conversion. Net debt and leverage reduced substantially from Interim position. Dividend maintained.

     
      2016 2015 2015
    (constant
    currency)
      Revenue (£m) 594.5 567.0 611.1
      Fee income (£m) 534.3 506.1 545.6
      PBTA(1) (£m) 50.7 51.8 57.2
      Adjusted earnings per share(2) (basic) (p) 16.60 16.57 18.31
      Total dividend per share (p) 9.74 9.74 9.74
      Statutory profit before tax (£m) 32.8 9.9 10.4
      Statutory earnings per share (basic) (p) 11.35 3.11 3.32
     

    (1) PBTA is profit before tax, amortisation and impairment of acquired intangibles and transaction related costs.
    (2) Adjusted earnings per share is before amortisation and impairment of acquired intangibles and transaction related costs and the related tax.
    (3) 2015 results restated at 2016 currency rates.

    Key Points

    PBTA: £50.7 million (2015: £51.8m) after £5.6 million (2015: £2.0m) reorganisation costs;

    EPS (adjusted, basic) 16.60p (2015: 16.57p);

    Statutory profit before tax £32.8m (2015: £9.9m);

    H2 PBTA £30.5 million; H1 PBTA £20.2 million;

    Energy trading improved in H2, 10.7% trading margin;

    Energy bad debt provision reversal of £4.2 million in H2;

    results on consolidation boosted £3.7m by weak sterling;

    non oil and gas businesses across the Group generally traded well;

    project management activities proving resilient and flexible;

    acquisitions made in 2014/15/16 integrated and contributed well; provided significant re-positioning of Group activities;

    strong cash conversion (117%);

    year end net debt £83.4 million (June 2016: £95.0 million); leverage 1.6 (June 2016: 2.2);

    full year dividend held at 2015 level: 9.74 pence.

     

    Alan Hearne, CEO, commented:

    “The Group’s long term strategy of building a diverse international business has enabled RPS to produce a creditable result despite the significant impact of the worst downturn the global oil and gas sector has experienced. Our operating cash flow was once again strong and our balance sheet strengthened significantly in the second half.

    In order to reflect the changing mix of the business our regional Energy activities have been merged with our BNE businesses to form 2 new multi-disciplinary regional businesses. Our experience of doing this in AAP in 2013 has been positive and we expect the new Europe and N. America segments to benefit from being integrated in the same way.

    The Board believes the new regional structure provides a platform to enable the Group to return to growth in 2017.”

    2 March 2017

     
    ENQUIRIES
    RPS Group plc Today: 020 7457 2020
    Dr Alan Hearne, Chief Executive Thereafter: 01235 863206
    Gary Young, Finance Director  
     
    Instinctif Partners
    Justine Warren Tel: 020 7457 2020
    Matthew Smallwood  
     

    RPS is an international consultancy providing independent 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 and Australia/Asia Pacific 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 a number of 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 for the full year was £50.7 million (2015: £51.8 million; £57.2 million on a constant currency basis). Energy and other businesses exposed to the oil and gas sector suffered a significant downturn, resulting from a further substantial contraction in expenditure by our clients, responding to the collapse in the oil price early in the year. However, our businesses not involved in that sector generally performed well and enabled the Group as a whole to produce a result well above expectations. The Group tax rate on PBTA was 27.7% (2015: 29.6%). Adjusted basic earnings per share were 16.60 pence (2015: 16.57 pence; 18.31 pence on a constant currency basis).

    Sterling weakened during the year, particularly following the UK referendum in June 2016. This provided a significant benefit when our overseas earnings were consolidated into the Group results. PBTA in 2016 would have been £3.7m lower had 2015 exchange rates been repeated.

     

    Segment Contribution

    The acquisitions made in recent years have contributed materially to a shift of emphasis in the Group’s performance away from the Energy sector. The scale of the downturn in this sector is unprecedented and the impact on our Energy business and, consequently, the Group has been dramatic. Energy contributed £35 million segment profit in 2014, £11 million in 2015, and only £5.4 million in 2016.

    We committed c.£126 million to acquisitions in 2014-2016, none with direct exposure to oil and gas markets. This brought new activities and geographies into the Group with an aggregate run rate profit at time of completion of each transaction of £22 million. Whilst it is difficult to establish precisely their contribution, because these businesses have been integrated with appropriate parts of the Group, they have continued to grow, contributing an estimated £29 million of segment profit in the year. This move away from oil and gas sector activities materially assisted the Group maintain its profits and demonstrates clearly the value of this part of our strategy.

    The contribution of the Group’s four segments in 2016 was:

     
    Segment Profit* (£m) 2016 2015 2015
    (constant currency)
     
      Built and Natural Environment: Europe 35.1 30.3 31.7
                                                             : North America 7.9 10.6 12.0
     
      Energy 5.4 10.9 11.9
     
      Australia, Asia Pacific ("AAP") 14.2 12.1 13.9
     
      Total 62.6 63.9 69.5

    *after reorganisation costs.

    Both our BNE businesses were exposed to oil and gas client projects. The oil and gas component in Europe was small contributing about 2% of fees and segment profit in the year and primarily focussed in Norway. In North America the contribution was greater, about 30% of fees and 17% profit; we have in place a strategy to diversify this business further, as has been achieved in AAP. Our resources businesses in AAP contributed about 20% of total AAP fees in the year and 5% segment profit. The contribution from these markets to total Group segment results in 2016 was about 23% in respect of fees and 12% in respect of segment profit. In 2014 the equivalent proportions were 54% and 62%. Despite this reduction we retain effective capability in the oil and gas and resources sectors and should benefit from any sustained recovery in these markets.

    Cash Flow, Funding and Dividend

    Our conversion of profit into cash was again strong at 117%. We funded acquisition investment of £35.1 million in the period, including £23.7 million deferred consideration from acquisitions made in prior years. Net bank borrowings at 31 December 2016 were £83.4 million (31 December 2015: £78.8 million). Deferred consideration of up to £13.4 million is payable in 2017, leaving only £1.6 million remaining to be paid, in 2018.

    Since July 2015 we have had in place a five year £150 million revolving credit facility with Lloyds Bank plc and HSBC Bank plc. In addition, over 4 years remain on the £30.0 million and $34.1 million fixed term, fixed rate notes issued through Pricoa in 2014. Our interest cover at 31 December was 11.8 times, well above the bank covenant of 4.0 times. The Board indicated in the 2016 Interim Results announcement that it had decided to take a more cautious approach to investment in acquisitions because leverage, (being the ratio of net bank debt plus deferred consideration to annualised EBITDAS), had reached 2.2, even though it was well below the bank covenant of 3.0. Our leverage at 31 December had reduced to 1.6 (December 2015: 1.6). Assuming this position can be maintained or further reduced, as seems likely, during 2017, the Board would be comfortable about making further investments in suitable businesses.

    The Board remains confident about the Group’s financial strength and is recommending a final dividend of 5.08 pence (2015: 5.08 pence), payable on 19 May 2017 to shareholders on the register on 21 April 2017. If approved by shareholders this would result in a full year dividend of 9.74 pence, unchanged from 2015.

    Markets and Trading

    Built and Natural Environment (BNE)

    BNE: Europe

    Within this business we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors and also have a modest exposure to the oil and gas sector in Norway. It delivered a very good result in the period, with an improved performance in the second half.

     
      2016 2015 2015
    (constant
    currency)
      Fee income (£m) 269.0 222.4 234.6
      Segment profit* (£m) 35.1 30.3 31.7
      Margin (%) 13.1 13.6 13.5

    * after reorganisation costs: 2016 £0.5m; 2015 £0.5m.

    Those activities which assist clients develop new capital projects, particularly our planning and development business in the UK and Ireland, continued to benefit both from good market conditions and client confidence. Our clients’ investment activity did not appear to change materially in the second half as a result of the UK EU referendum. The integration of DBK, project management consultants, (acquired in April 2016) into this part of the business has been successful.

    Those activities exposed to operational environments continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets. This was particularly the case in the Netherlands, where our businesses experienced significant pricing pressure. Our water business in the UK, however, benefited from its strong market presence and once again performed well.

    This segment includes the Group’s Norwegian business: the process of integrating OEC (acquired November 2013) and Metier (acquired April 2015) to form that country’s leading project management consultancy has moved forward significantly. This helped the business manage the adverse impact from the downturn in the oil and gas sector in that country.

    The UK decision to leave the EU could cause disruption to Group activities if our clients decide to change their investment plans. It currently appears, however, that there will be no significant short term effect. The Board believes this segment is capable of delivering further growth in 2017.

    BNE: North America

    This business was formed in 2013 from parts of our North American Energy business providing advice in respect of infrastructure required by Energy clients. As a result, it still has a significant exposure to the oil and gas sector. This exposure held back progress as clients reduced and delayed expenditure. This impacted both fee income and margin.

     
      2016 2015 2015
    (constant
    currency)
      Fee income (£m) 65.4 58.7 66.4
      Segment profit* (£m) 7.9 10.6 12.0
      Margin (%) 12.0 18.0 18.1

    * after reorganisation costs: 2016 £0.3m; 2015 £0.2m.

    The acquisition of Iris, based in San Francisco, in October 2015 continued the process of diversifying into more traditional environmental consultancy activities. Following integration, it is now working successfully with GaiaTech (acquired May 2014), which operates from Chicago in a similar market. Klotz (acquired February 2015) performed well in the infrastructure market in Texas. This shows the strength and value of our diversification strategy and the speed at which it can reposition our activities.

    A low level of activity and continuing uncertainty in our energy focussed businesses is likely to hold back the performance in 2017, particularly in Canada where the market is particularly sluggish. However, our non-oil and gas activities now form the majority of our business, giving us a platform from which to achieve growth. This may over time be supported by the additional infrastructure investment being proposed by the new administration. Developing our business in the environmental, infrastructure and project management markets remains a Group priority and is likely to be a focus of attention when we resume acquisition activity.

    Energy

    We continue to provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, USA and Canada. The activity levels in this market declined at an unexpected pace in the first few months of 2016 and remained uncertain during much of the rest of the year. Some stability seemed to emerge towards the end of the period. The 2015 result included a £7.0 million provision for doubtful debts. Towards the end of 2016 a significant proportion of the debt provided was recovered, resulting in the reversal of provisions totalling approximately £4.2 million.

     
      2016 2015 2015
    (constant
    currency)
      Fee income (£m) 71.5 123.0 129.3
      Segment profit* (£m) 5.4 10.9 11.9
      Margin (%) 7.5 8.9 9.2

    * after reorganisation costs: 2016 £3.6m; 2015 £0.9m

    Responding to the reduction in the volume of work available we reduced permanent headcount a further 33%, on top of the 19% reduction in 2015. At the same time staff were grouped into a smaller number of core offices. Reorganisation costs of £3.6 million were incurred in the year, mainly in the first half (£2.6 million). We also significantly reduced our use of external sub-consultants. This enabled the business to perform far better in the second half producing a profit of £7.8 million, after a recovery of £4.2 million of debts previously provided for. Excluding both bad debt recovery and reorganisation costs, in the second half, the business produced a trading margin of 10.7%.

    On 1 January 2017 the EAME component of Energy was merged with BNE: Europe and the North American component merged with BNE: North America. Although the oil and gas markets remain uncertain the second half performance suggests the regional Energy businesses will contribute positively to both these new segments.

    Australia Asia Pacific (“AAP”)

    This business is a combination of the former BNE: AAP and the AAP component of Energy. They were brought together in 2013 to help counter the impact of the slowdown in the resources sector by focusing more upon the buoyant infrastructure sector. This strategy is working well. We also continue to benefit from the development of our project management capability, supported by the acquisition of Point in 2014 and EIG in 2015, both of which performed well in 2016.

     
      2016 2015 2015
    (constant
    currency)
      Fee income (£m) 130.1 104.2 117.5
      Segment profit* (£m) 14.2 12.1 13.9
      Margin (%) 10.9 11.6 11.8

    * after reorganisation costs: 2016 £1.2m; 2015 £0.4m.

    Our resources businesses in Western Australia were faced with a shrinking market that deteriorated further in the second half. As a result, it produced a significantly reduced contribution compared with 2015. We further reduced our cost base and were able to relocate from our main office in Perth to smaller premises. This involved a significant, but non recurring, reorganisation cost. Our businesses on the east coast, particularly those involved in the management of major infrastructure projects and private sector development continued to operate successfully. Our work for a growing number of Federal Government agencies also continued to expand.

    Our activities on the east coast give us confidence that the business as a whole has a good platform to achieve further growth.

    Strategy and Group Prospects

    As a result of the further significant change in the relative scale and contribution of the Group’s businesses, and the changing nature of the global energy market, the Board has decided that, from 1 January 2017, the Group would operate and report three multi-disciplinary regional segments: AAP, which has been in existence since 2013, Europe and North America. The latter two have been formed by combining BNE: Europe with the EAME component of Energy and BNE: North America with the North America component of Energy. Our experience of reorganising this way in AAP has been positive and we expect the new Europe and North America segments to benefit also.

    In recent years our acquisitions in both Norway and Australia have been directed towards project management consultancy, particularly in respect of large scale infrastructure projects. We see this as an important new activity for the Group; it reduces our dependency on the resources sectors and provides a more flexible business model than some of our technical businesses in other sectors. This strategy can be developed further in all the territories in which we operate. DBK, acquired in April 2016 in the UK, is an illustration of this. Further expansion in this market internationally is an attractive opportunity.

    The Board believes the Group’s new regional structure provides the platform to enable RPS to return to growth in 2017. Assuming such growth and leverage remaining at the current level or reducing further, as seems likely, there would be flexibility to consider resuming progressive dividends and investments in “bolt on” acquisitions to provide additional growth in 2018.

    Board of Directors
    RPS Group plc
    2 March 2017




     
    Consolidated income statement
      Notes year ended
    31
    December
    year ended
    31
    December
      £000’s   2016 2015
     
      Revenue 2 594,471 566,972
      Recharged expenses 2 (60,175) (60,862)
      Fee income 2 534,296 506,110
     
      Operating profit before amortisation of acquired intangibles and
      transaction related costs
    2 55,877 56,845
      Amortisation of acquired intangibles and transaction related costs 3 (17,890) (41,940)
      Operating profit   37,987 14,905
     
      Finance costs 4 (5,331) (5,232)
      Finance income 4 158 182
     
      Profit before tax, amortisation of acquired intangibles and
      transaction related costs
      50,704 51,795
     
      Profit before tax   32,814 9,855
     
      Tax expense 5 (7,733) (3,013)
      Profit for the year attributable to equity
      holders of the parent
      25,081 6,842
     
     
      Basic earnings per share (pence) 6 11.35 3.11
     
      Diluted earnings per share (pence) 6 11.29 3.09
     
      Adjusted basic earnings per share (pence) 6 16.60 16.57
     
      Adjusted diluted earnings per share (pence) 6 16.51 16.47
     
    Consolidated statement of comprehensive income
      year ended
    31
    December
    year ended
    31
    December
      £000’s 2016 2015
     
      Profit for the year 25,081 6,842
      Exchange differences* 41,429 (9,181)
      Actuarial gains and losses on re-measurement of defined benefit pension liability (261) 234
      Tax on re-measurement of defined benefit pension liability 65 (63)
      Total recognised comprehensive income for the year attributable to
      equity holders of the parent
    66,314 (2,168)
      * May be reclassified to profit or loss in accordance with IFRS    
     

     

     
    Consolidated balance sheet
        as at
    31 December
    as at
    31 December
      £000’s Notes 2016 2015
      Assets
        Non-current assets:
        Intangible assets   455,508 416,658
        Property, plant and equipment   28,448 26,504
        Deferred tax asset   5,953 4,281
        489,909 447,443
        Current assets:
        Trade and other receivables   165,604 157,430
        Cash at bank   16,503 17,801
      182,107 175,231
      Liabilities
        Current liabilities:  
        Borrowings   36 525
        Deferred consideration 10 13,376 20,383
        Trade and other payables   125,165 112,309
        Corporation tax liabilities   4,472 4,014
        Provisions   1,809 1,161
      144,858 138,392
        Net current assets   37,249 36,839
        Non-current liabilities:  
        Borrowings   99,886 96,055
        Deferred consideration 10 1,634 9,890
        Other payables   2,496 2,162
        Deferred tax liability   10,045 10,043
        Provisions   1,790 1,642
        115,851 119,792
        Net assets   411,307 364,490
     
      Equity
        Share capital   6,703 6,667
        Share premium   114,353 112,026
        Other reserves 7 40,898 1,149
        Retained earnings   249,353 244,648
        Total shareholders’ equity   411,307 364,490
     
    Consolidated cash flow statement
        year ended 31
    December
    year ended 31
    December
      £000’s Notes 2016 2015
     
      Cash generated from operations 8 78,253 92,628
      Interest paid   (5,077) (6,021)
      Interest received   158 182
      Income taxes paid   (11,057) (11,737)
      Net cash from operating activities   62,277 75,052
     
      Cash flows from investing activities:
      Purchases of subsidiaries net of cash acquired   (6,557) (35,354)
      Deferred consideration   (23,672) (16,568)
      Purchase of property, plant and equipment   (8,130) (7,963)
      Proceeds from sale of property, plan and equipment   225 465
      Net cash used in investing activities   (38,134) (59,420)
     
      Cash flows from financing activities:  
      Proceeds from issue of share capital   (5) -
      Proceeds from bank borrowings   (6,921) 4,831
      Payment of finance lease liabilities   (47) (66)
      Dividends paid   (21,613) (19,973)
      Payment of pre-acquisition dividend   (850) (169)
      Net cash used in financing activities   (29,436) (15,377)
     
      Net (decrease)/increase in cash and cash equivalents   (5,293) 255
     
      Cash and cash equivalents at beginning of year   17,322 17,046
      Effect of exchange rate fluctuations   4,474 21
     
      Cash and cash equivalents at end of year   16,503 17,322
     
     
      Cash and cash equivalents comprise:
      Cash at bank 8 16,503 17,801
      Bank overdraft 8 - (479)
      
      Cash and cash equivalents at end of year   16,503 17,322
     
    Consolidated statement of changes in equity
      
      £000’s Share
    capital
    Share
    premium
    Retained
    earnings
    Other
    reserves
    Total
    equity
      
      At 1 January 2015 6,640 110,100 256,386 11,551 384,677
      Total comprehensive income - - 7,013 (9,181) (2,168)
      Issue of new ordinary shares 27 1,926 (730) (1,221) 2
      Share based payment expense - - 1,889 - 1,889
      Tax recognised directly in equity - - 63) - 63
      Dividends paid - - (19,973) - (19,973)
      At 31 December 2015 6,667 112,026 244,648 1,149 364,490
      Total comprehensive income - - 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 40,898 411,307
     

    An analysis of other reserves is provided in note 7.

    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 2016 and has 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 IFRS 10 (amended), IFRS 12 (amended) and IAS 28 “Investment Entities: Applying the Consolidation Exception”, IFRS 11 (amended) “Accounting for Acquisitions of Interests in Joint Operations”, IAS 1 (amended)“Disclosure Initiatives” and IAS 16 (amended) and IAS 38 (amended) “Depreciation and Amortisation”. 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 2015 Report and Accounts.

    Throughout this document the Group defines and presents various non-GAAP performance measures. The measures presented are those adopted by management and analysts who follow us in assessing the performance of the business. Our principal non-GAAP measure is profit before tax, amortisation and impairment of acquired intangibles and transaction related costs (PBTA). We adjust for amortisation and impairment of acquired intangible assets as they are non-cash items and their measurement is based on estimates of asset lives and fair values at acquisition where underlying assumptions are subjective in nature. We adjust for acquisition related costs as they not dependent on the underlying performance of the business and only incurred when acquisitions arise.

    2. 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.

    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 board that manages the BNE and Energy services that we provide in that region. Accordingly the results of this business are reported as a separate segment.

    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. These costs are included in the category “unallocated expenses”.

    “Segment profit” is defined as statutory profit before tax adjusted for interest, amortisation and impairment of acquired intangibles, transaction related costs and unallocated expenses.

    “Underlying profit” is defined as segment profit before reorganisation costs.

    “Reorganisation costs” 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.

    Segment results for the year ended 31 December 2016

     
       £000’s Fees 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 Amercia 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
     

    Segment results for the year ended 31 December 2015

     
      £000’s Fees Expenses Intersegment
    revenue
    External
    revenue
      
      BNE - Europe 222,437 30,503 (808) 252,132
      BNE - North America 58,672 7,713 (343) 66,042
      Energy 122,971 13,931 (938) 135,964
      AAP 104,153 9,045 (364) 112,834
      Group eliminations (2,123) (330) 2,453 -
      Total 506,110 60,862 - 566,972
     
      £000’s Underlying
    profit
    Reorganisation
    costs
    Segment Profit
      
      BNE - Europe 30,871 (549) 30,322
      BNE - North America 10,741 (166) 10,575
      Energy 11,810 (904) 10,906
      AAP 12,539 (409) 12,130
      Total 65,961 (2,028) 63,933
     
    Group reconciliation
      £000’s
    2016 2015
      Revenue 594,471 566,972
      Recharged expenses (60,175) (60,862)
      Fee Income 534,296 506,110
      
      Underlying profit 68,224 65,961
      Reorganisation costs (5,614) (2,028)
      Segment profit 62,610 63,933
      Unallocated expenses (6,733) (7,088)
      Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 55,877 56,845
      Amortisation and impairment of acquired intangibles and transaction related costs (17,890) (41,940)
      Operating profit 37,987 14,905
      Finance costs (5,173) (5,050)
      Profit before tax 32,814 9,855
     

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

     
       Revenue    Fees
      £000’s 2016 2015    2016 2015
      UK 220,053 231,094    186,939 198,876
      Australia 134,935 106,167    126,366 97,317
      USA 91,705 102,290    83,486 93,180
      Norway 69,528 48,587    68,129 47,255
      Netherlands 31,759 28,955    26,803 24,231
      Ireland 27,190 23,766    24,585 20,186
      Canada 15,172 18,516    13,927 17,637
      Other 4,129 7,597    4,061 7,428
      Total 594,471 566,972    534,296 506,110
     

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

     
      £000’s year ended
    31 Dec
    2016
    year ended
    31 Dec
    2015
      
      Amortisation of acquired intangibles 17,470 20,491
      Impairment of acquired intangibles - 20,040
      Adjustments to consideration payable 187 249
      Transaction costs 233 1,160
      Total 17,890 41,940
     

    The impairment of intangible assets in 2015 arose in the following segments as a result of reduced prospects of businesses with exposure to the oil and gas sector:

       £000’s  
      
      Energy 16,612
      BNE:North America 2,927
      AAP 501
      Total 20,040
     

    4. Net financing costs

     
      £000’s year ended
    31 Dec
    2016
    year ended
    31 Dec
    2015
      Finance costs:
      Interest on loans, overdraft and finance leases (3,982) (3,847)
      Amortisation of prepaid financing costs (359) (299)
      Interest on deferred consideration (990) (1,086)
       (5,331) (5,232)
      Finance income:
      Deposit interest receivable 158 182
      Net financing costs (5,173) (5,050)
     

    5. Income taxes

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

     
      £000’s year ended
    31 Dec
    2016
    year ended
    31 Dec
    2015
    Current tax:
        UK corporation tax 3,115 1,656
        Overseas tax 7,297 11,300
        Adjustments in respect of prior years (49) (364)
       10,363 12,592
      Deferred tax:
        Origination and reversal of timing differences (2,589) (9,332)
        Effect of change in tax rate (223) (826)
        Adjustments in respect of prior years 182 579
       (2,630) (9,579)
      
      Tax expense for the year 7,733 3,013
      
      Analysis of tax expense/(credit) not included in income for the year:    
      Deferred tax expense/(credit) in other comprehensive income (65) 63
      
      Deferred tax charge/(credit) in equity for the year 63 (63)
     

    The effective tax rate for the year on profit before tax is 23.6% (2015: 30.6%). The effective tax rate for the year on profit before tax, amortisation and impairment of acquired intangibles and transaction related costs is 27.7% (2015: 29.6%) as shown in the table below:

     
      
      £000’s 2016 2015
      Total tax expense in Income Statement 7,733 3,013
      Add back:    
      Tax on amortisation and impairment of acquired intangibles and transaction related costs 6,292 12,304
      Adjusted tax charge on the profit for the year 14,025 15,317
      PBTA 50,704 51,795
      Adjusted effective tax rate 27.7% 29.6%

    The Group operates in and is subject to tax in many jurisdictions. The weighted average tax rate is derived by weighting the statutory rates in those jurisdictions by the profit before tax earnt 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 20% (2015: 20.25%), Australia 30% (2015: 30%), US 39% (2015: 37%). The 2015 geographic mix of profits was impacted by the impairment of certain intangible assets which was not repeated in 2016. The impact of the change in the tax rates and mix of profits was that the weighted average tax rate increased to 25.1% in 2016 from 24.5% in 2015.

    The actual tax charge differs from the amount derived by applying the weighted average rate to the profit before tax for the reasons set out in the following reconciliation:

      
      £000’s 2016 2015
      Profit before tax 32,814 9,855
      Tax at the weighted average rate of 25.1% (2015: 24.5%) 8,240 2,417
      Irrecoverable withholding tax suffered 1,190 934
      Impact of intercompany financing (1,664) (1,403)
      Effect of change in tax ratess (223) (826)
      Other differences 57 1,675
      Adjustments in respect of prior years 133 216
      Total tax expense for the year 7,733 3,013
     

    The Group operates, mainly through our Energy 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 intercompany financing relates to the funding of US operations. New legislation introduced in the UK in response to the OECD's Base Erosion and Profit Shifting project (BEPS) will apply from 1 January 2017 which will reduce the impact in future.

    During the year new legislation in the UK reduced the corporation tax rate by 1% to 17% from April 2020. In Norway the rate reduced by 1% to 24% from 1 January 2017. These changes have resulted in an income statement credit arising from the reduction in the balance sheet carrying value of net deferred tax liabilities to reflect the anticipated rate of tax at which those liabilities are expected to reverse.

    Other differences include expenses not deductible for tax purposes such as entertaining, share scheme charges, depreciation of fixed assets 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 2015 other differences are higher than in 2016 as they included the impact of higher transaction costs and the impairment of intangible assets.

     
     

    6. 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:

     
       year ended
    31
    Dec
    year ended
    31
    Dec
      £000’s / 000’s 2016 2015
      
      Profit attributable to ordinary shareholders 25,081 6,842
      
      Weighted average number of ordinary shares for the
      purposes of basic earnings per share
    220,977 220,166
      Effect of employee shares schemes 1,237 1,269
      Diluted weighted average number of ordinary shares 222,214 221,435
      
      Basic earnings per share (pence) 11.35 3.11
      Diluted earnings per share (pence) 11.29 3.09
     

    The directors consider that earnings per share before amortisation and impairment of acquired intangibles and transaction related costs provides a more meaningful 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
    2016
    year ended
    31 Dec
    2015
      
      Profit attributable to ordinary shareholders 25,081 6,842
      Amortisation and impairment of acquired intangibles and transaction related costs (note 3) 17,890 41,940
      Tax on amortisation and impairment of acquired
      intangibles and transaction related costs
    (6,292) (12,304)
      Adjusted profit attributable to ordinary shareholders 36,679 36,478
     
      Adjusted basic earnings per share (pence) 16.60 16.57
      Adjusted diluted earnings per share (pence) 16.51 16.47
     

    7. Other reserves

     
      £000’s Merger
    reserve
    Employee
    trust
    Translation
    reserve
    Total
      
      At 1 January 2015 21,256 (10,776) 1,071 11,551
      Exchange differences - - (9,181) (9,181)
      Issue of new shares - (1,221) - (1,221)
      At 31 December 2015 21,256 (11,997) (8,110) 1,149
      Exchange differences - - 41,429 41,429
      Issue of new shares - (1,680) - (1,680)
      At 31 December 2016 21,256 (13,677) 33,319 40,898
     

    8. Notes to the consolidated cash flow statement

     
       year ended
    31 Dec
    year ended
    31 Dec
      £000’s 2016 2015
     
      Operating profit 37,987 14,905
      Adjustments for:
        Depreciation 8,390 8,101
        Impairment of acquired intangibles - 20,040
        Amortisation of acquired intangibles 17,470 20,491
        Consideration fair value adjustments 187 249
        Share based payment expense 2,184 1,889
        Loss on sale of property, plant and equipment 537 151
      EBITDAS1 66,755 65,826
      Decrease in trade and other receivables 9,522 29,320
      Increase/(decrease) in trade and other payables 1,976 (2,518)
      Cash generated from operations 78,253 92,628
     

    1 EBITDAS is earnings before interest, tax, depreciation, amortisation and share scheme costs.

    The table below provides an analysis of net borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2016:

     
      £000’s At 31 Dec
    2015
    Cash flow Acquisition debt Foreign
    exchange
    Prepaid arrangement fees At 31 Dec
    2016
     
      Cash at bank 17,801 (5,821) 49 4,474 - 16,503
      Overdrafts (479) 479 - - - -
      Cash and cash
      equivalents
    17,322 (5,342) 49 4,474 - 16,503
      Bank loans (96,018) 6,921 (4,900) (6,886) 997 (99,886)
      Finance lease creditor (83) 47 - - - (36)
      Net borrowings (78,779) 1,626 (4,851) (2,412) 997 (83,419)
     

    The cash balance at 31 December 2016 includes £3,036,000 (2015: £3,640,000) that is restricted in its use, either as security or client deposits.

    9. Acquisitions

    On 25 April 2016 the Group completed the acquisition of 100% of the issued share capital of DBK Partners Ltd, a UK based property project management consultancy that is included in the BNE-Europe segment. This acquisition broadens and strengthens the services the Group offers.

    The Group has allocated provisional fair values to the net assets of DBK as it did not have complete information at the balance sheet date. The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed, the fair value of consideration and the resulting goodwill are as follows:

      £000  
      Intangible assets:              
        Order book 620
        Customer relations 3,160
        Trade names 190
      PPE 131
      Cash 49
      Other assets 3,975
      Other liabilities (8,360)
      Net assets acquired (235)
                   
      Satisfied by:              
      Initial cash consideration 6,606
      Fair value of deferred consideration 2,438
      Total consideration 9,044
                   
      Goodwill 9,279

    Goodwill arising represents the value of the workforce acquired, potential synergies, future contracts and access to new markets. There is no tax deductible goodwill.

    The total fair value of receivables acquired was £1,663,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

         
      £000s  
      Gross receivables 1,918
      Estimated irrecoverable (255)
      Fair value of assets acquired 1,663
     

    The vendors of DBK have entered into warranty agreements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £1,663,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

    The Group incurred acquisition related costs of £420,000 which have been expensed through the income statement and are included within amortisation of acquired intangibles and transaction related expenses.

    The contribution of DBK to the Group’s results for the year is given below.

      £000s  
      Revenue 9,501
      Fees 9,108
      Adjusted operating profit* 1,491
      Operating profit 649

    * Adjusted operating profit is operating profit before amortisation of acquired intangibles and transaction related expenses.

    The proforma Group revenue and operating profit assuming that the acquisition had been completed on the first day of the year would have been £598,703,000 and £38,288,000 respectively.

    A reconciliation of the goodwill movement in 2016 in respect of acquisitions made in 2015 and 2016 is given in the table below.

       
      £000s Goodwill at 31 Dec 2015 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 31 Dec 2016
      Klotz 9,372 - - 1,805 11,177
     Metier 13,662 - 503 3,141 17,306
      Iris 5,446 - - 1,050 6,496
      EIG 11,431 - 31 2,138 13,600
      DBK - 9,279 - - 9,279
     

    There were no accumulated impairment losses at the beginning or end of the period. No negative goodwill was recognised in 2015 or 2016.

     

    10. Deferred consideration

     

      £000’s

    As at 31 December 2016 As at 31 December 2015
      Amount due within one year 13,376 20,383
      Amount due between one and two years 1,625 9,708
      Amount due between two and five years 9 182
      Total deferred consideration 15,010 30,273
     

    11. 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.

    12.

    The financial information set out above does not constitute the Company’s full statutory accounts for the year ended 31 December 2016 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 2015 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).

    13.

    This announcement has been posted on the Company’s website at www.rpsgroup.com. It is expected that the annual report and accounts will be posted to shareholders on or before 24th March 2017 and a copy will be posted on the Company’s website at that time. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH./p>

    14.

    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 2016

    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 223,578,132 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (65,889) from those announced on 31 January 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 223,578,132.
     
    The above figure (223,578,132) 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 2017

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

    TR-1: Notification of Major Interest in Shares - Schroders plc

    15 Feb
     

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

    RPS GROUP PLC

    2. Reason for the notification (please state Yes/No):

    An acquisition or disposal of voting rights: (Yes)

    An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

    An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

    An event changing the breakdown of voting rights: (No)

    Other (please specify): (Yes) Type 1 disclosure as per Transparency Directive II Regulation

    3. Full name of person(s) subject to the notification obligation:

    Schroders plc

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

    Schroder Investment Management Limited

    5. Date of the transaction and date on which the threshold is crossed or reached:

    13.02.17

    6. Date on which issuer notified:

    14.02.17

    7. Threshold(s) that is/are crossed or reached:

    Below 5%

     

    8.Notified details:

    A: Voting rights attached to shares

    Class/type of shares if possible using the ISIN CODE

    Situation previous to the triggering transaction

    Resulting situation after the triggering transaction

    Number of Shares

    Number of Voting Rights

    Number of shares

    Number of voting rights

    Percentage of voting rights

    Direct

    Direct

    Indirect

    Direct

    Indirect

    Ordinary
    GB0007594764

    16,118,828

    16,118,828

    11,237,728

    N/A

    11,007,728

    N/A

    4.925%

     

    B: Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Expiration date

    Exercise/Conversion Period

    No. of voting rights that may
    be acquired if the instrument is
    exercised/ converted.

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

     

    C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Exercise price

    Expiration date

    Exercise/Conversion period

    No. of voting rights instrument refers to

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

    Nominal

    Delta

    n/a

    n/a

     

    Total (A+B+C)

    Number of voting rights

    Percentage of voting rights

    11,007,728

    4.925%

     

    9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

    Schroder Investment Management Limited

    11,007,728

    4.925%

     

     

    Proxy Voting:

    10. Name of the proxy holder:

    N/A

    11. Number of voting rights proxy holder will cease to hold:

    N/A

    12. Date on which proxy holder will cease to hold voting rights:

    N/A

     

    13. Additional information:

    This notification is being made based on the legal entity position falling below 5%. Schroders Plc’s position remains as per the previous disclosure dated 08.06.2015. The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 223,512,243.

    14. Contact name:

    Shaheen Hussain

    15. Contact telephone number:

    020 7658 6000
     

    TR-1: Notification of Major Interest in Shares - Neptune Investment Management Ltd

    08 Feb
     

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

    RPS GROUP PLC

    2. Reason for the notification (please state Yes/No):

    An acquisition or disposal of voting rights: (Yes)

    An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

    An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

    An event changing the breakdown of voting rights: (No)

    Other (please specify): (No)

    3. Full name of person(s) subject to the notification obligation:

    Neptune Investment Management Limited

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

    N/A

    5. Date of the transaction and date on which the threshold is crossed or reached:

    6. Date on which issuer notified:

    7. Threshold(s) that is/are crossed or reached:

    Below 5%

     

    8.Notified details:

    A: Voting rights attached to shares

    Class/type of shares if possible using the ISIN CODE

    Situation previous to the triggering transaction

    Resulting situation after the triggering transaction

    Number of Shares

    Number of Voting Rights

    Number of shares

    Number of voting rights

    Percentage of voting rights

    Direct

    Direct

    Indirect

    Direct

    Indirect

    GB0007594764

    11,338,430

    11,338,430

    11,138,430

    11,138,430

    N/A

    4.98337%

    N/A

     

    B: Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Expiration date

    Exercise/Conversion Period

    No. of voting rights that may
    be acquired if the instrument is
    exercised/ converted.

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

     

    C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

    Resulting situation after the triggering transaction

    Type of financial instrument

    Exercise price

    Expiration date

    Exercise/Conversion period

    No. of voting rights instrument refers to

    Percentage of voting rights

    n/a

    n/a

    n/a

    n/a

    n/a

    Nominal

    Delta

    n/a

    n/a

     

    Total (A+B+C)

    Number of voting rights

    Percentage of voting rights

    11,138,430

    4.98337%

     

    9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

    n/a

     

     

    Proxy Voting:

    10. Name of the proxy holder:

    N/A

    11. Number of voting rights proxy holder will cease to hold:

    N/A

    12. Date on which proxy holder will cease to hold voting rights:

    N/A

     

    13. Additional information:

    N/A

    14. Contact name:

    Hannah Duncombe

    15. Contact telephone number:

    02032490198
     

    SIP Announcement

    03 Feb
     

    On 01 February 2017 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

    03 February 2017

      Purchase of Shares on 01 February 2017 £2.2775 per share Allotment of Matching Shares 01 February 2017 £2.2775 per share Total number of Partnership, Matching and Dividend shares held on 01 February 2017
    Gary Young 54 54 21,109
    Alan Hearne 55 55 17,270
     

    The beneficial ownership of the Matching Shares will pass to the directors in three years’ time subject to continued employment and the retention of the underlying Partnership Shares.

    ENQUIRIES  
    RPS Group plc  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Group Results for 2016

    02 Feb

    The Group’s results for 2016 will be announced on 2 March 2017.

    Unaudited management accounts indicate that the Group’s trading result for 2016, as measured by PBTA, approached the level of the 2015 audited result. The second half performance in 2016 was materially better than the first half, having benefited from improved profitability in Energy, significant currency movements and a lower level of reorganisation cost.

    The Group’s 2015 result included a £7.0 million provision for doubtful debts in Energy. Towards the end of 2016 a significant proportion of the debt provided was recovered, resulting in the reversal of provisions totalling approximately £4.2m. Even excluding this provision reversal, the Group result was still well above current market expectations.

    The Group’s conversion of profit into cash in the year was, once again, strong. Year end net bank debt reduced to about £84 million, from £95 million at the end of June. As a result, year end leverage (net bank debt plus deferred consideration to adjusted ebitda) reduced to approximately 1.6 times, from 2.2 at the end of June. The Board anticipates recommending a final dividend per share which, if approved, would result in an unchanged full year dividend of 9.74 pence.

    2 February 2017

    Enquiries:  
    RPS Group plc Tel: 01235 863206
    Dr Alan Hearne, Chief Executive  
    Gary Young, Finance Director  
       
    Instinctif Partners Tel: 020 7457 2020
    Justine Warren  
    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 and Australia Asia Pacific 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.

    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 223,512,243 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (79,336) from those announced on 23 December 2016 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 223,512,243.
     
    The above figure (223,512,243) 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 2017

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