Announcements

Announcements

    Board Change

    11 Jul
     

    RPS Group Plc is pleased to announce the appointment of Elizabeth (‘Liz’) Peace CBE as a Non-Executive Director. Liz will join the Board with effect from 11 July 2017. Louise Charlton will step down as a Non-Executive Director on 4 August 2017.
     
    Liz Peace has enjoyed a wide ranging and senior level career spanning both public and private sectors. Between 2002 and 2014 she was Chief Executive of the British Property Federation having previously served for 12 years as Company Secretary and Director of Corporate Affairs for QinetiQ plc. Prior to that Liz enjoyed a highly successful career as a civil servant holding a number of senior positions within the Ministry of Defence. She was awarded the CBE in 2008. Liz is a Non-Executive Director of Redrow Plc until 31 August 2017 and served as a Non-Executive Director of Morgan Sindall Group Plc between 2012 and 2017. She also holds other non-executive, voluntary and advisory positions including as Chair of the Shadow Government Property Agency, Chair of Old Oak and Park Royal Development Corporation, Non-Executive Director of The Howard de Walden Estate, non-executive adviser at Holtby Turner and Chair of the property industry charity LandAid.
     
    Ken Lever, Group Chairman, commented:

    “I would like to thank Louise for the important contribution she has made during her nine year period on our Board. Louise’s corporate communication skills have been particularly valued and her presence will be greatly missed. I am delighted to welcome Liz to the Board. Liz’s diverse knowledge and experience will add value to the Board’s activities and we look forward to working with her as RPS moves through its next phase of growth.”

    11 July 2017

    There are no matters requiring disclosure pursuant to Listing Rule 9.6.13 in respect of Liz Peace other than her directorships of Redrow plc and Morgan Sindall Plc as mentioned above.

    For further information, please contact:  

    RPS Group plc
     
    Ken Lever, Group Chairman Tel: 01235 863 206

    Instinctif Partners
     
    Justine Warren
    Matthew Smallwood
    Tel: 020 7457 2020
       

    Director/PDMR Share Dealing

    04 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"):

    4 July 2017

    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

    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): £2.6225
    Volume(s): 48

    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

    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): £2.6225
    Volume(s):48

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    3 July 2017

    f)

    Place of the transaction

    London Stock Exchange

    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 863 206
       

    TR-1: Notification of Major Interest in Shares

    04 Jul
     

    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 tick the appropriate box or boxes):

    An acquisition or disposal of voting rights

     

    An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

     

    An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

     

    An event changing the breakdown of voting rights

     

    Other (please specify): An increase in the number of shares relating to the Company’s Share Incentive Plan and Performance Share Plan.

    X

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

    Tameside MBC re Greater Manchester Pension Fund

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

    Chase Nominees Ltd A/C TMBC1

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

    30th June 2017

    6. Date on which issuer notified:

    4th July 2017

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

    Below 4%

     

    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

    8974578

    8974578

    8948814

    8948814

    3.99

     

    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

    8948814

    3.99

     

    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:

    The fund manager of this asset is: UBS Asset Management

    14. Contact name:

    Lorraine Peart

    15. Contact telephone number:

    0161 301 7143
     

    Block Listing Six Monthly Return

    03 Jul

    Click here to download pdf

    Date: 3 July 2017

     
    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 2017 To: 30 June 2017
    Balance of unallotted securities under scheme(s) from previous return: 646,073
    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): 611,663
    Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,034,410
       
    Name of contact: Nicholas Rowe
    Telephone number of contact: 01235 438016

     

    Voting Rights and Capital

    30 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 224,049,495 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (86,247) from those announced on 31 May 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 224,049,495.
     
    The above figure (224,049,495) 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 June 2017

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

    Director/PDMR Share Awards

    08 Jun
     

    RPS Group Plc (the “Company”) announces that on 8 June 2017 an award of shares as a nil cost option was made to John Matheson Douglas, an Executive Director of the Company, under the RPS Group Plc Executive Long Term Incentive Plan (the “ELTIP”). The number of shares to constitute this award was calculated by reference to the average of the Company’s closing share price over the period 5-7 June 2017. The option 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 award are set out in the Notification of Dealing Form found below.

    This notification is made in accordance with the Market Abuse Directive.

    8 June 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

    John Matheson Douglas

    2

    Reason for the notification

    a)

    Position/status

    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): 270,324

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    8 June 2017

    f)

    Place of the transaction

    Outside a trading venue

    SIP Announcement

    05 Jun
     

    On 01 June 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 June 2017

      Purchase of Shares on 01 June 2017 £2.765 per share Allotment of Matching Shares 01 June 2017 £2.765 per share Total number of Partnership, Matching and Dividend shares held on 01 June 2017
    Gary Young 45 45 21,883
    Alan Hearne 45 45 17,973
     

    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
       

    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 223,963,248 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (103,966) from those announced on 28 April 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 223,963,248.
     
    The above figure (223,963,248) 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 2017

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

    SIP Announcement

    30 May
     

    On 26 May 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:-

    30 May 2017

      Purchase of Dividend Shares on 26 May 2017 £2.745 per share Total number of Partnership, Matching and Dividend shares held on 26 May 2017
    Gary Young 394 21,793
    Alan Hearne 323 17,883
     

    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
       

    Notification of Transactions of Persons Discharging Managerial Responsibilities

    19 May
     

    RPS Group Plc (the “Company”) was advised on 19 May 2017 that Kenneth Lever purchased 40,000 ordinary shares of the Company at a price of 268.9614p.
     
    The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

     

    1

    Details of the person discharging managerial responsibilities/person closely associated

    a)

    Name

    Kenneth Lever

    2

    Reason for the notification

    a)

    Position/status

    Chairman

    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

    GB0007594764

    b)

    Nature of the transaction

    Acquisition of ordinary shares of 3p

    c)

    Price(s) and volume(s)

    Price(s): 268.9614p
    Volume(s): 40,000

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    19 May 2017

    f)

    Place of the transaction

    XLON
    London Stock Exchange, Main Market

    19 May 2017

    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 863 206
       

    Chief Executive Succession

    18 May
     

    RPS announces that Dr Alan Hearne will retire from his role as Chief Executive of RPS shortly after the publication of the Group’s half year results in August and that he will step down from the Board on 31 August 2017. John Douglas will be joining RPS and its Board on 1 June 2017 and following a period of transition will become Chief Executive on Alan’s retirement from the role. Following his retirement Alan will be available to provide consulting advice to the Board until August 2018.

    Alan joined RPS in 1978 becoming a director in 1979. He was appointed as Chief Executive in 1981 and was instrumental in successfully developing RPS into a highly respected international consultancy in the built and natural environment markets. RPS currently employs over 5,000 people in diverse locations throughout the world. Through a combination of organic growth and an acquisition strategy Alan led the development of a strongly profitable and cash generative group. During this time, RPS Group’s revenue has grown from £1 million at time of IPO in 1987, to almost £600m in 2016.

    John Douglas has had a career in strategic and operational management on an international scale. Most recently, John was Chief Executive of Coffey International Limited, an Australian listed business operating in similar markets to RPS, until its successful sale to Tetra Tech Inc. in February 2016. Prior to joining Coffey in 2011, John spent 15 years with Boral, the international building materials group, latterly as Divisional Managing Director in Australia. John was previously a consultant with Boston Consulting Group. In his early career, he worked for engineering companies in Australia and the UK. John is a civil engineer from Adelaide University and has an MBA from London Business School. He will be based in the UK.

    The only public company of which John Douglas has been a director over the last five years is Coffey International Limited in Australia. There are no other matters requiring disclosure pursuant to paragraph 9.6.13 of the Listing Rules.

    Ken Lever, Group Chairman said:

    “Over the years, Alan has contributed enormously to the development of RPS and the creation of value for shareholders and his presence in the business will be greatly missed. We wish him well in his retirement.

    I am delighted to welcome John Douglas to the Group. John’s background is highly complementary to RPS’s business operations and the Board is confident that he will provide the future direction for RPS in its next stage of growth and development.”

    18 May 2017

    Enquiries:  

    RPS Group plc
    Tel: 01494 260808/
    Ken Lever, Chairman 07710 147282

    Instinctif Partners
     
    Justine Warren
    Matthew Smallwood
    Tel: 020 7457 2020
       

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

    The information set out below is provided in accordance with section 430 (2) (b) of the Companies Act 2006.

    Alan Hearne has a service agreement with the Company incorporating a twelve month rolling notice period. On retirement from the Board he will receive a payment in lieu of notice equal to the value of six months' salary, pension contributions and contractual benefits, resulting in a total payment of £372,875. In addition he will be retained by the Company as a consultant for a period of twelve months at remuneration equal to his current basic salary of £581,400.

    Dr Hearne will be treated as a good leaver for purposes of the executive incentive plans in which he currently participates and the following specific arrangements will apply.

    (i) Dr Hearne participated in the RPS Group Plc Bonus Plan in respect of the year to 31 December 2016 and in line with performance for that year an award of 91,959 deferred shares was made in March 2016. In accordance with the rules of that plan these shares will vest and be available to Dr Hearne on 31 August 2017.

    (ii) Dr Hearne is participating in the RPS Group Short Term Annual Bonus Plan in respect of the financial year to 31 December 2017. In respect of that plan relevant performance conditions will be measured at the end of 2017 and subject to those conditions a cash payment pro-rated to the period of service as a director will then be made.

    (iii) In March 2017 Dr Hearne received an award of 229,956 shares under the RPS Group Plc Executive Long Term Incentive Plan. In accordance with the original terms of this award relevant performance conditions will be measured three years from the date of grant and the number of shares that may vest in accordance with those conditions will be pro-rated to his period of service as a director over the three year period of the award. The maximum number of shares capable of vesting is 36,751.

    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.

    Board Change

    11 May
     

    RPS Group Plc is pleased to announce the appointment of Allison Bainbridge as a Non-Executive Director. Allison will join the Board with effect from 1 June 2017, at which time John Bennett will step down as a Non-Executive Director.
     
    Allison Bainbridge, since 2011, has been the Group Finance Director of Vp plc (“Vp”), a quoted specialist in the equipment rental business serving international markets including rail, water, construction, civil engineering, house building and oil and gas. Prior to joining Vp, Allison held various senior finance positions with Yorkshire Water and Kelda Group Limited, being Group Finance Director of the latter from 2008 to 2010. Allison is a Chartered Accountant who trained and worked with Price Waterhouse from 1986 to 1992. Allison graduated in economics from Birmingham University and went on to take an MA in economics at Leeds University. On joining the RPS Board, Allison will also become Chair of the Audit Committee.
     
    Ken Lever, Group Chairman, commented:

    “I would like to thank John for the significant contribution he has made whilst serving on our Board. He has fulfilled his role tirelessly and diligently and his contribution will be greatly missed. I am delighted to welcome Allison to the Board. Allison’s background and business experience equip her well to contribute to the activities of the Board as we continue to develop and grow the value of RPS.”

    11 May 2017

    There are no matters requiring disclosure pursuant to Listing Rule 9.6.13 in respect of Allison Bainbridge other than her directorship of Vp plc as mentioned above.

    For further information, please contact:  

    RPS Group plc
     
    Ken Lever, Group Chairman Tel: 01235 863 206

    Instinctif Partners
     
    Justine Warren
    Matthew Smallwood
    Tel: 020 7457 2020
       

    SIP Announcement

    03 May
     

    On 02 May 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 May 2017

      Purchase of Shares on 02 May 2017 £2.6525 per share. Allotment of Matching Shares 02 May 2017 £2.6525 per share. Total number of Partnership, Matching and Dividend shares held on 02 May 2017.
    Gary Young 47 47 21,399
    Alan Hearne 47 47 17,560
     

    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
       

    AGM Results

    02 May
       

    RPS Group plc held its Annual General Meeting on Tuesday 2 May 2017 and announces that all resolutions were duly passed. Details of the proxy votes cast for each resolution will shortly be available on the Company’s website www.rpsgroup.com.

    Copies of the resolutions passed at the meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

    For further information, please contact:

    Nicholas Rowe
    Company Secretary
    Tel: 01235 438016

    AGM Trading Update

    02 May

    New Regional Structure Delivering

    The Group’s trading in the first quarter of 2017 was materially better than in the equivalent period in 2016. We achieved an encouraging level of organic growth in underlying profit, supported by a reduction in the level of reorganisation costs and continuing currency benefits.

    RPS has, since 1 January 2017, been trading in three multi-disciplinary regional businesses; these have operated efficiently and effectively. Fees and segment profit grew, year on year, in the first quarter in each region.

    The Board is confident that the momentum generated in the first part of the year will enable the Group to publish Interim Results showing a material improvement on the first half result in 2016. This will provide a solid platform to deliver good results in the full year, even though we benefited in the second half of 2016 from the recovery of significant bad debts previously written off.

    Net bank debt at the end of March was £84.4 million (31 December 2016: £83.4 million) and leverage was 1.4 (31 December 2016: 1.6). Work has started to identify acquisition opportunities, primarily in the US, but we are open to opportunities in our other regional businesses.

    2 May 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. 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 a number of 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.