Announcements

Announcements

    TR-1: Notification of Major Interest in Shares - BlackRock, Inc

    06 Oct

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

    RPS Group PLC

    1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)

    Non-UK issuer

     

    2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

    An acquisition or disposal of voting rights

    X

    An acquisition or disposal of financial instruments

     

    An event changing the breakdown of voting rights

     

    Other (please specify):

     

    3. Details of person subject to the notification obligation

    Name

    BlackRock, Inc.

    City and country of registered office (if applicable)

    Wilmington DE, USA

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

    Name

     

    City and country of registered office (if applicable)

     

    5. Date on which the threshold was crossed or reached:

    04/10/2017

    6. Date on which issuer notified (DD/MM/YYYY):

    05/10/2017

     

    7. Total positions of person(s) subject to the notification obligation

     

    % of voting rights attached to shares (total of 8. A)

    % of voting rights through financial in-struments (total of 8.B 1 + 8.B 2)

    Total of both in % (8.A + 8.B)

    Total number of voting rights of issuer

    Resulting situation on the date on which threshold was crossed or reached

    5.02%

    0.34%

    5.36%

    224,297,234

    Position of previous notification (if applicable)

    4.75%

    0.34%

    5.09%

     

     

    8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

    A: Voting rights attached to shares

    Class/type of shares ISIN CODE (if possible)

    Number of voting rights

    % of voting rights

    Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

    Indirect (Art 10 of Directive 2004/109/EC)

    Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

    Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

    GB0007594764

     

    11,262,513

     

    5.02%

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8. A

    11,262,513

    5.02%

     

    B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

    Type of financial instrument

    Expiration date

    Exercise/ Conversion Period

    Number of voting rights that may be acquired if the instrument is exercised/converted.

    % of voting rights

    Securities Lending

     

     

    4,026

    0.00%

     

     

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8.B.1

    4,026

    0.00%

     

    B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

    Type of financial instrument

    Expiration date

    Exercise/ Conversion Period

    Physical or cash settlement

    Number of voting rights

    % of voting rights

    CFD

     

     

    Cash

    765,459

    0.34%

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8.B.2

    765,459

    0.34%

     

    9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)

    Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

     

    Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

    X

    See attachment

     

    10. In case of proxy voting, plesae identify:

    Name of proxy holder

     

    The number and & of voting rights held

     

    The date until which the voting rights will be held

     

     

    11. Additional information:

    BlackRock Regulatory Threshold Reporting Team

    Jana Blumenstein

    020 7743 3650

    Place of completion: 12 Throgmorton Avenue, London, EC2N 2DL, U.K.

    Date of completion: 5 October, 2017

     

    Section 9 Attachment

    Name

    % of voting rights if it equals or is higher than the notifiable threshold

    % of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

    Total of both if it equals or is higher than the notifiable threshold

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc.

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock International Holdings, Inc.

     

     

     

    BR Jersey International Holdings L.P.

     

     

     

    BlackRock Group Limited

     

     

     

    BlackRock Investment Management (UK) Limited

     

     

     

     

     

     

     

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock Holdco 4, LLC

     

     

     

    BlackRock Holdco 6, LLC

     

     

     

    BlackRock Delaware Holdings Inc.

     

     

     

    BlackRock Fund Advisors

     

     

     

    BlackRock Institutional Trust Company, National Association

     

     

     

     

     

     

     

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc.

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock International Holdings, Inc.

     

     

     

    BR Jersey International Holdings L.P.

     

     

     

    BlackRock Group Limited

     

     

     

    BlackRock Advisors (UK) Limited

     

     

     

     

     

     

     

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc.

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock International Holdings, Inc.

     

     

     

    BR Jersey International Holdings L.P.

     

     

     

    BlackRock Holdco 3, LLC

     

     

     

    BlackRock Canada Holdings LP

     

     

     

    BlackRock Canada Holdings ULC

     

     

     

    BlackRock Asset Management Canada Limited

     

     

     

     

     

     

     

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc.

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock International Holdings, Inc.

     

     

     

    BR Jersey International Holdings L.P.

     

     

     

    BlackRock Australia Holdco Pty. Ltd.

     

     

     

    BlackRock Investment Management (Australia) Limited

     

     

     

     

     

     

     

    BlackRock, Inc.

     

     

     

    BlackRock Holdco 2, Inc.

     

     

     

    BlackRock Financial Management, Inc.

     

     

     

    BlackRock Holdco 4, LLC

     

     

     

    BlackRock Holdco 6, LLC

     

     

     

    BlackRock Delaware Holdings Inc.

     

     

     

    BlackRock Fund Advisors

     

     

     

     

    Director/PDMR Share Dealing

    04 Oct
     

    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 Director and Persons Discharging Managerial responsibility ("PDMR"):

    4 October 2017

    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): £2.88
    Volume(s): 43

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    2 October 2017

    f)

    Place of the transaction

    London Stock Exchange
       
    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Voting Rights and Capital

    29 Sep
     

    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 224,297,234 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (135,004) from those announced on 31 August 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 224,297,234.
     
    The above figure (224,297,234) 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.

    29 September 2017

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

    Chief Executive Succession

    01 Sep
     

    Further to the announcement issued on 18 May 2017, RPS wishes to confirm that Alan Hearne has stepped down from the Board and as Chief Executive with effect from 31 August 2017. John Douglas, who joined the Board on 1 June 2017 as Chief Executive Designate, has assumed the role of Chief Executive from today.

    1 September 2017

    Enquiries
     
         
    RPS Group plc   Tel: 01494 260808/07710 147282  
    Ken Lever, Chairman
     
         
    Instinctif Partners   Tel: 020 7457 2020  
    Justine Warren
    Matthew Smallwood
         
           

    Director/PDMR Share Dealing

    01 Sep
     

    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 Director and Persons Discharging Managerial responsibility ("PDMR"):

    1 September 2017

    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): £2.905
    Volume(s): 43

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    1 September 2017

    f)

    Place of the transaction

    London Stock Exchange
       
    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Voting Rights and Capital

    31 Aug
     

    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 224,162,230 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (56,266) from those announced on 31 July 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 224,162,230.
     
    The above figure (224,162,230) 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 August 2017

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

    TR-1: Notification of Major Holdings - BlackRock, Inc.

    08 Aug
     

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

    1b. Please indicate if the issuer is a non-UK Issuer
    Non-UK issuer

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

    An acquisition or disposal of voting rights: (Yes)

    An acquisition or disposal of financial instruments (No)

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

    Other (please specify): (No)

    3. Details of person subject to the notification obligation:

    BlackRock, Inc.

    Wilmington, DE, USA

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

    Name: N/A

    City and country of registered office (if applicable): N/A

    5. Date on which the threshold was crossed or reached:

    04/08/2017

    6. Date on which issuer notified:

    07/08/2017

     

    7. Total positions of person(s) subject to the notification obligation

     

    % of voting rights attached to shares (total of 8. A)

    % of voting rights through financial in-struments (total of 8.B 1 + 8.B 2)

    Total of both in % (8.A + 8.B)

    Total number of voting rights of issuervii

    Resulting situation on the date on which threshold was crossed or reached

    4.75%

    0.34%

    5.09%

    224,105,964

    Position of previous notification (if applicable)

    N/A

    N/A

    N/A

     

     

    8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

    A: Voting rights attached to shares

    Class/type of shares ISIN CODE (if possible)

    Number of voting rightsix

    % of voting rights

    Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

    Indirect (Art 10 of Directive 2004/109/EC)

    Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

    Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

    GB0007594764

     

    10,662,714

     

    4.75%

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8. A

    10,662,714

    4.75%

     

    B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

    Type of financial instrument

    Expiration datex

    Exercise/ Conversion Periodxi

    Number of voting rights that may be acquired if the instrument is exercised/converted.

    % of voting rights

    Securities Lending

     

     

    2,900

    0.00%

     

     

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8.B.1

    2,900

    0.00%

     

    B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

    Type of financial instrument

    Expiration datex

    Exercise/ Conversion Periodxi

    Physical or cash settlementxii

    Number of voting rights

    % of voting rights

    CFD

     

     

    Cash

    760,318

    0.33%

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    SUBTOTAL 8.B.2

    760,318

    0.33%

         

    9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)

    Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

     

    Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)

    X

    Namexv

    % of voting rights if it equals or is higher than the notifiable threshold

    % of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

    Total of both if it equals or is higher than the notifiable threshold

    See Attachment

     

     

     

     

    10. In case of proxy voting, plesae identify:

    Name of proxy holder

     

    The number and & of voting rights held

     

    The date until which the voting rights will be held

     

     

    11. Additional informationxvi:

    BlackRock Regulatory Threshold Reporting Team

    Jana Blumenstein

    020 7743 3650
     

    Place of completion: 12 Throgmorton Avenue, London, EC2N 2DL, U.K.

    Date of completion: 7 August, 2017

     

    Section 9 Attachment

    Namexv

    % of voting rights if it equals or is higher than the notifiable threshold

    % of voting rights through financial in-struments if it equals or is higher than the notifiable threshold

    Total of both if it equals or is higher than the notifiable threshold

    BlackRock, Inc.

    BlackRock Holdco 2, Inc.

    BlackRock Financial Management, Inc.

    BlackRock Holdco 4, LLC

    BlackRock Holdco 6, LLC

    BlackRock Delaware Holdings Inc.

    BlackRock Fund Advisors

     

    BlackRock, Inc.

    BlackRock Holdco 2, Inc

    BlackRock Financial Management, Inc.

    BlackRock International Holdings, Inc.

    BR Jersey International Holdings L.P.

    BlackRock Group Limited

    BlackRock Investment Management (UK) Limited

     

    BlackRock, Inc.

    BlackRock Holdco 2, Inc.

    BlackRock Financial Management, Inc.

    BlackRock Holdco 4, LLC

    BlackRock Holdco 6, LLC

    BlackRock Delaware Holdings Inc.

    BlackRock Fund Advisors

    BlackRock Institutional Trust Company, National Association

     

    BlackRock, Inc.

    BlackRock Holdco 2, Inc.

    BlackRock Financial Management, Inc.

    BlackRock International Holdings, Inc.

    BR Jersey International Holdings L.P.

    BlackRock Australia Holdco Pty. Ltd.

    BlackRock Investment Management (Australia) Limited

     

    BlackRock, Inc.

    BlackRock Holdco 2, Inc.

    BlackRock Financial Management, Inc.

    BlackRock International Holdings, Inc.

    BR Jersey International Holdings L.P.

    BlackRock Group Limited

    BlackRock Advisors (UK) Limited

     

    BlackRock, Inc.

    BlackRock Holdco 2, Inc.

    BlackRock Financial Management, Inc.

    BlackRock International Holdings, Inc.

    BR Jersey International Holdings L.P.

    BlackRock Holdco 3, LLC

    BlackRock Canada Holdings LP

    BlackRock Canada Holdings ULC

    BlackRock Asset Management Canada Limited

    Interim Results for the six months ended 30 June 2017

    04 Aug

    Significant profit improvement over H1 2016, resulting from organic growth, margin improvement, reduced re-organisation costs and currency benefit. New regional structure delivering. Interim dividend increased 3%.

      H1 H1 H1
      2017 2016 2016
    (constant currency)(3)
    Revenue (£m) 314.5 291.4 312.6
    Fee income (£5) 281.1 260.8 279.9
    PBTA (1) (£m) 27.2 20.2 22.0
    Adjusted earnings per share (2)(basic) (p) 8.71 6.44 7.03
    Dividend per share (p) 4.80 4.66 4.66
     
    Statutory profit before tax (£m) 20.4 10.9 11.8
    Statutory earnings per share (basic) (p) 6.55 3.93 4.26
     

    (1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
    (2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
    (3)2016 results restated at 2017 currency rates

    Key Points

    PBTA up 35% to £27.2m (2016: £20.2m)

    Adjusted EPS (basic) up 35% to 8.71p (2016: 6.44p)

    Statutory profit before tax up 88% to £20.4m (2016: £10.9m)

    Net bank borrowings £93.4m (June 2016: £95.0m)

    Leverage reduced to 1.5 times (June 2016: 2.2 times)

    Cash conversion 62% (2016: 101%)

    Dividend increased 3% to 4.80 pence (2016: 4.66 pence)

    Three regional segments working well

    Platform established to return to growth in 2017.

    Alan Hearne, Chief Executive, commenting on the results, said:

    "The Group's strategy of building a diverse international business has enabled RPS to emerge rapidly and effectively from the severe oil and gas downturn of the last two years. The creation of our three regional businesses enables us to look confidently to the future.

    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. These businesses performed well. We see this as an important new activity for the Group, reducing our dependency on the resources sectors and providing a more flexible business model.

    The reduction in our dependence upon the oil and gas market, the continuing impact of good cost management and the strong results for the first half of the year enable us to anticipate modestly exceeding market expectations for the full year".

    4 August 2017

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

    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

    Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £27.2 million (2016: £20.2 million; £22.0 million on a constant currency basis). Statutory profit before tax was £20.4 million (2016: £10.9 million; £11.8 million on a constant currency basis). Adjusted earnings per share (basic) were 8.71 pence (2016: 6.44 pence; 7.03 pence on a constant currency basis). Statutory earnings per share (basic) were 6.55 pence (2016: 3.93 pence; 4.26 pence on a constant currency basis).

    Group segment profit increased to £34.5 million (2016: £25.8 million; £27.8 million on a constant currency basis). Group unallocated expenses increased to £4.9 million (2016: £3.1 million), largely reflecting the cost of Board changes. Finance charges were unchanged at £2.5 million (2016: £2.5 million).

    Segmentation and Services

    As previously announced, the Group began operating two new regional, multi-disciplinary businesses in addition to our existing AAP business with effect from 1 January 2017. The contribution of the three regional businesses in the period was:

      H1 H1 H1
    Segment Profit (£m) 2017 2016
    restated 1
    2016
    (constant currency) 2
    Europe 21.2 14.6 15.2
     
    Australia Asia Pacific (“AAP”) 8.0 6.3 7.1
     
    North America 5.4 4.9 5.5
     
    Total(3) 34.5 25.8 27.8
     

    (1)restated for segment changes (see note 4)
    (2)2016 results restated at 2017 currency rates
    (3)after reorganisation costs of £0.7 million (2016: £3.9 million, £4.2m at constant currency)

    Each segment provides a broad range of services across many sectors of the economy, serving both the public and private sectors. They each remain exposed to oil and gas projects in varying degrees, with North America having the greatest exposure. The contribution from oil and gas and Australian natural resources projects to total Group segment results in the first half as a whole was about 18% in respect of fees and 10% in respect of segment profit, significantly reduced from the top of the oil and gas cycle in 2014.

    We committed c. £126 million to acquisitions in 2014-2016, none with direct exposure to oil and gas markets. These broadened the Group’s activities and geographical footprint and materially assisted the Group maintain its profits as the effects of the oil and gas downturn were felt, clearly demonstrating the value of this part of our strategy.

    Funding and Dividend

    Net bank borrowings at 30 June 2017 were £93.4 million (30 June 2016: £95.0 million). We settled £7.4 million of deferred consideration in respect of acquisitions made in prior years. Deferred consideration of up to £5.6 million is payable in the second half of 2017, leaving only £1.7 million remaining to be paid in 2018. Our conversion of profit into cash in the period was modest, due to the timing of annual payments and the un-winding of prepayments made by clients in 2016; we expect a much improved performance in the second half.

    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, about 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 30 June was 14 times, well above the bank covenant of four 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 (defined in note 3) had reached 2.2 at 30 June 2016, even though it was well below the bank covenant of 3.0. Our leverage at 30 June 2017 has reduced to 1.5 and the search for suitable investment opportunities has recommenced.

    The Board remains confident about the Group’s financial strength and will distribute an increased interim dividend of 4.80 pence (2016: 4.66 pence), payable on 13 October 2017 to shareholders on the register on 15 September 2017.

    Markets and Trading

    Europe

    Within this business we provide a wide range of services to many aspects of the property and infrastructure development and management sectors. From 1 January 2017 it also includes the Energy: EAME business, which undertakes oil and gas projects globally. Overall, this is our largest business and it has delivered a good performance in the period.

      H1 H1 H1
      2017 2016
    restated 1
    2016
    (constant currency) 2
    Fee income (£m) 164.4 151.4 156.8
    Segment Profit (£m)(3) 21.2 14.6 15.2
    Margin % 12.9 9.7 9.7
     

    (1)restated for segment changes (see note 4)

    (2)2016 results restated at 2017 currency rates

    (3)after reorganisation costs of £0.2 million (2016: £2.5 million, £2.5m at constant currency)

    Our planning and development businesses in the UK and Ireland, continued to benefit both from good market conditions and client confidence in respect of both private sector development, as well as public infrastructure projects.

    Our activities exposed to operational environments continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets, but generally traded well, particularly our water business in the UK, which continues to benefit from its strong market presence.

    The oil and gas activities remain confronted by a difficult market. However, as a result of effective cost management our Energy businesses returned a profit contribution significantly better than in the same period last year.

    In Norway the business performed very well, transitioning away from oil and gas to the buoyant infrastructure markets.

    This segment is capable of delivering good growth in 2017.

    AAP

    We continue to benefit from the development of our project management capability, which was expanded significantly by the acquisition of Point in 2014 and EIG in 2015.

      H1 H1 H1
      2017 2016 2016
    (constant currency)(1)
    Fee income (£m) 67.0 63.2 71.7
    Segment Profit (£m)(3) 8.0 6.3 7.1
    Margin % 11.9 10.0 10.0
     

    (1) 2016 results restated at 2017 currency rates

    (2) after reorganisation costs of £0.3 million (2016: £1.0 million, £1.2m at constant currency)

    Our resources business in Western Australia continued to face sluggish markets and produced a significantly reduced underlying contribution compared with the first half of 2016. Our businesses on the east coast, particularly those involved in the management of major infrastructure projects and private sector development, had a successful first half. Our work for a growing number of Australian Federal Government agencies also continued to expand.

    Our activities on the east coast give us confidence that the AAP business has a good platform to achieve further growth in 2017. The Federal budget in May allocated significant funds to infrastructure projects and underpinned this confidence.

    North America

    This business was created by the merger of our Built and Natural Environment: North America and Energy: North America businesses at the beginning of 2017. The BNE business had a significant exposure to clients operating in the oil and gas sector. In consequence, the new business as a whole remains significantly exposed to this sector. However, our non-energy activities now form the majority of this business, providing a platform from which to achieve long term growth, both organic and by acquisition.

      H1 H1 H1
      2017 2016
    restated 1
    2016
    (constant currency)(2)
    Fee income (£m) 50.3 47.3 52.5
    Segment Profit (£m)(2) 5.4 4.9 5.5
    Margin % 10.7 10.3 10.5
     

    (1) restated for segment changes (see note 4).

    (2) 2016 results restated at 2017 currency rates

    (3) after reorganisation costs of £0.1 million (2016: £0.4m, £0.5 million at constant currency)

    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 working successfully with our other environmental risk businesses.

    Although growth remains possible in the second half, the continuing low level of activity in the energy sector is likely to hold back the performance of this segment overall in 2017. This is particularly the case in Canada where the energy market is extremely sluggish. Developing our US business in the environmental, infrastructure and project management markets remains a Group priority.

    Board Composition

    There have been a number of changes to the Board. On 18 May 2017 it was announced that Alan Hearne is to step down as Chief Executive and retire from the Board by the end of August. John Douglas has been appointed as Chief Executive designate and will assume the role of Chief Executive when Alan steps down. We have also announced the appointment of Allison Bainbridge (1 June 2017) and Liz Peace (11 July 2017) as non-executive directors and John Bennett’s retirement from the Board (1 June 2017). With the release of these Interim results Louise Charlton has also retired from the Board.

    Prospects

    The Group’s strategy of building a diverse international business has enabled RPS to emerge rapidly and effectively from the severe oil and gas downturn of the last two years. The creation of our three regional businesses enables us to look confidently to the future.

    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. These businesses performed well. We see this as an important new activity for the Group, reducing our dependency on the resources sectors and providing a more flexible business model.

    The reduction in our dependence upon the oil and gas market, the continuing impact of good cost management and the strong results for the first half of the year enable us to anticipate modestly exceeding market expectations for the full year.

    Board of Directors
    RPS Group plc
    4 August 2017

    Condensed consolidated income statement(unaudited)

     

      Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
    £000   2017 2016 2016
     
     
    Revenue 4 314,516 291,431 594,471
    Recharged expenses 4 (33,461) (30,627) (60,175)
    Fee income 4 281,055 260,804 534,296
     
    Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 4 29,681 22,691 55,877
     
    Amortisation and impairment of acquired intangibles and transaction related costs 5 (6,807) (9,278) (17,890)
     
    Operating profit 4 22,874 13,413 37,987
     
    Finance costs   (2,493) (2,574) (5,331)
    Finance income   39 44 158
     
    Profit before tax, amortisation and impairment of acquired intangibles and transaction related costs   27,227 20,161 50,704
     
     
    Profit before tax   20,420 10,883 32,814
     
    Tax expense 6 (5,911) (2,215) (7,733)
    Profit for the period attributable to equity holders of the parent   14,509 8,668 25,081
     
     
    Basic earnings per share (pence) 7 6.55 3.93 11.35
     
    Diluted earnings per share (pence) 7 6.50 3.91 11.29
     
    Adjusted basic earnings per share (pence) 7 8.71 6.44 16.60
     
    Adjusted diluted earnings per share (pence) 7 8.65 6.41 16.51

    Condensed consolidated statement of comprehensive income (unaudited)

      Six months ended 30 June Six months ended 30 June Year ended 31 December
    £000’s 2017 2016 2016
     
    Profit for the period 14,509 8,668 25,081
    Exchange differences* (1,105) 28,516 41,429
    Remeasurement of net defined benefit liability - - (261)
    Tax on remeasurement of defined benefit liability - - 65
     
    Total recognised comprehensive (expense)/income for the period attributable to equity holders of the parent 13,404 37,184 66,314
     

    *may be reclassified subsequently to profit or loss in accordance with IFRS.

    Condensed consolidated balance sheet (unaudited)

     
      As at 30 June As at 30 June As at 31 December
    £000’s Notes 2017 2016 2016
     
    Assets        
    Non-current assets        
    Intangible assets   446,482 450,367 455,508
    Property, plant and equipment 8 28,278 27,973 28,448
    Deferred tax asset   6,962 5,225 5,953
        481,722 483,565 489,909
    Current assets        
    Trade and other receivables   174,1876 173,376 165,604
    Cash at bank   13,026 18,878 16,503
        187,213 192,254 182,107
    Liabilities        
    Current liabilities        
    Borrowings   306 2,054 36
    Deferred consideration   6,806 22,273 13,376
    Trade and other payables   119,610 122,928 125,165
    Corporation tax   4,604 2,872 4,472
    Provisions   2,624 1,584 1,809
        133,950 151,711 144,858
    Net current assets   53,2633 40,543 37,249
    Non-current liabilities        
    Borrowings   106,077 111,862 99,886
    Deferred consideration   523 6,652 1,634
    Other creditors   2,391 2,442 2,496
    Deferred tax   9,489 9,993 10,045
    Provisions   1,670 1,669 1,790
        120,150 132,618 115,851
    Net assets   414,835 391,490 411,307
     
    Equity        
    Share capital   10 6,721 6,686 6,703
    Share premium   115,962 113,352 114,353
    Other reserves 11 38,974 28,871 40,898
    Retained earnings   253,178 242,581 249,353
    Total shareholders’ equity   414,835 391,490 411,307
     
    Condensed consolidated cash flow statement (unaudited)
     
      Six months ended 30 June Six months ended 30 June Year ended 31 December
    £000’s Notes 2017 2016 2016
     
    Cash generated from operationss 13 21,766 28,257 78,253
    Interest paid   (2,633) (2,054) (5,077)
    Interest received   39 44 158
    Income taxes paid   (7,716) (8,088) (11,057)
    Net cash from operating activities   11,456 18,159 62,277
     
    Cash flows from investing activities        
    Purchases of subsidiaries net of cash acquired   - (6,557) (6,557)
    Deferred consideration   (7,378) (7,784) (23,672)
    Purchase of property, plant and equipment   (3,992) (3,641) (8,130)
    Sale of property, plant and equipment   147 116 225
    Net cash used in investing activities   (11,223) (17,866) (38,134)
     
    Cash flows from financing activities        
    Cost of issue of share capital   (8) - (5)
    Proceeds from/(repayment of) bank borrowings   7,625 8,420 (6,921)
    Payment of finance lease liabilities   (24) (23) (47)
    Dividends paid 12 (11,308) (11,267) (21,613)
    Payment of pre-acquisition dividend   - - (850)
    Net cash used in financing activities   (3,715) (2,870) (29,436)
     
    Net (decrease)/increase in cash and cash equivalents   (3,482) (2,577) (5,293)
     
    Cash and cash equivalents at beginning of period   16,503 17,322 17,322
     
    Effect of exchange rate fluctuations   (289) 2,079 4,474
     
    Cash and cash equivalents at end of period   12,732 16,824 16,503
     
     
    Cash and cash equivalents comprise:        
    Cash at bank   13,026 18,878 16,503
    Bank overdraft   (294) (2,054) -
     
    Cash and cash equivalents at end of period   12,732 16,824 16,503
     

    Condensed consolidated statement of changes in equity (unaudited)

    £000’s Share capital Share premium Retained earnings Other reserves Total equity
     
    At 1 January 2017 6,703 114,353 249,353 40,898 411,307
    Total comprehensive income for the period - - 14,509 (1,105) 13,404
    Issue of new ordinary shares 18 1,609 (816) (819) (8)
    Share based payment expense - - 1,440 - 1,440
    Dividends - - (11,308) - (11,308)
     
    At 30 June 2017 6,721 115,962 253,178 38,974 414,835
     
    At 1 January 2016 6,667 112,026 244,648 1,149 364,490
    Total comprehensive income for the period - - 8,668 28,516 37,184
    Issue of new ordinary shares 19 1,326 (555) (794) (4)
    Share based payment expense - - 1,087 - 1,087
    Dividends - - (11,267) - (11,267)
     
    At 30 June 2016 6,686 113,352 242,581 28,871 391,490
     

    An analysis of other reserves is provided in Note 11.

    Notes to the condensed consolidated financial statements

    1. Basis of preparation

    RPS Group Plc (the “Company”) is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the “Group”).

    The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2016 and in accordance with IAS 34 as adopted by the European Union. They are unaudited but have been reviewed by the Company’s auditor. The results for the year end 31 December 2016 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2016 which have been delivered to the Registrar of Companies. The auditor’s report on those accounts was unqualified and did not draw attention to any matters by way of emphasis and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

    The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

    In assessing the going concern basis, the directors considered the Group’s business activities, the financial position of the Group and the Group’s financial risk management objectives and policies. The directors have a reasonable expectation that, despite the current uncertain economic environment, the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group’s interim financial statements.

    The Group is undertaking a detailed review of the potential impact of IFRS 15 “Revenue from Contracts” and IFRS 9 “Financial Instruments” that will both be first applied to the Group’s financial statements for the year ended 31 December 2018. At this stage we do not believe that either standard will significantly affect the Group’s results.

     

    2. Responsibility Statement

    The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

    On behalf of the Board

    A. S. Hearne - Chief Executive
    G. R. Young - Group Finance Director

    4 August 2017

    3. Alternative Performance Measures

    The Group defines and presents various non-GAAP performance measures in this results announcement. 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 of acquired intangibles and transaction related costs (PBTA). We adjust for amortisation of acquired intangible assets as these are non-cash item 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 are not dependent on the performance of the business and are only incurred when acquisitions arise. The alternative performance measures and adjusting items are defined below and these have been applied consistently throughout the interim results:

    Fee income and recharged expenses Revenue is classified into fee income and recharged expenses. Fee income represents the Groups’ personnel, subcontractor and equipment time and expertise sold to clients. Recharged expenses is the revenue recognised on the recharge of costs incidental to fulfilling the Group’s contracts, for example mileage, flights, subsistence and accommodation
    Operating profit before amortisation of acquired intangibles and transaction related costs Statutory operating profit before amortisation of acquired intangibles and transaction related costs
    Profit before tax and amortisation of acquired intangibles and transaction related costs (PBTA) Statutory profit before tax and amortisation of acquired intangibles and transaction related costs
    Amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles, plus third party costs related to business combinations, plus adjustments to book values of deferred consideration (note 5)
    Segment profit Statutory profit before tax before interest, amortisation of acquired intangibles, transaction related costs and unallocated expenses (note 4)
    Underlying profit Segment profit before reorganisation costs (note 4)
    Reorganisation costs Cost arising from reorganisation including redundancy costs, profit or loss on disposal of plant, property and equipment, the costs of consolidating office space and rebranding (note 4)
    Unallocated expenses Certain 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, the Group finance and marketing functions and related IT costs (note 4)
    Adjusted tax charge on PBTA Tax expense before tax on amortisation of acquired intangibles and acquisition related costs (see note 6)
    Tax rate on PBT Tax expense expressed as a percentage of profit before tax for the year (note 6)
    Tax rate on PBTA Adjusted tax charge on PBTA as a percentage of PBTA (note 6)
    Adjusted earnings per share, basic and diluted Earnings per share before amortisation and impairment of acquired intangibles, transaction related costs and related tax expense (note 7)
    EBITDAS Earnings before interest, tax, depreciation, amortisation of intangibles and share scheme costs (note 13)
    Cash conversion The ratio of cash from operations to EBITDAS expressed as a percentage
    Net bank borrowings The total of cash and cash equivalents, interest bearing bank loans and finance leases (note 13)
    Leverage Ratio of net bank borrowings, plus deferred consideration to EBITDAS, adjusted to comply with lender requirements
    Comparative measures at constant currency Measures from prior periods that are translated into sterling at current period exchange rates in order to eliminate the effect of exchange differences on translation

    4. Business segments

    Segment information is presented in the financial statements in respect of the Group’s business segments, as reported to the Chief Operating Decision Maker. The business segment reporting format reflects the Group’s management and internal reporting structure.

    Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment as well as an allocation of central costs.

    The segment results for the half year ended 30 June 2016 and the year ended 31 December 2016 were restated following changes to segmentation, as announced on 21 April 2017.

    The business segments of the Group are as follows:
    Europe
    Australia Asia Pacific (“AAP”)
    North America

    Segment results for the period ended 30 June 2017:

    £000’s Fee income Expenses Intersegment revenue External Revenue
    Europe 164,449 23,474 (398) 187,525
    AAP 66,970 5,593 (219) 72,344
    North America 50,335 4,509 (197) 54,647
    Group eliminations (699) (115) 814 -
    Total 281,055 33,461 - 314,516
     
    £000’s Underlying profit Reorganisation costs Segment profit
    Europe 21,432 (229) 21,203
    AAP 8,302 (349) 7,953
    North America 5,494 (116) 5,378
    Total 35,228 (694) 34,534
     

    Segment results for the period ended 30 June 2016 as restated:

    £000’s Fee income Expenses Intersegment revenue External revenue
    Europe 151,363 20,406 (835) 170,934
    AAP 63,171 5,358 (209) 68,320
    North America 47,312 5,052 (187) 52,177
    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
    AAP 7,344 (1,037) 6,307
    North America 5,339 (448) 4,891
    Total 29,776 (3,937) 25,839
     

    Segment results for the period ended 31 December 2016:

    £000’s Fee income Expenses Intersegment revenue External revenue
    Europe 307,671 42,406 (1,603) 348,474
    AAP 130,140 8,439 (541) 138,038
    North America 98,560 9,722 (323) 107,959
    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
    AAP 15,481 (1,246) 14,235
    North America 10,623 (1,079) 9,544
    Total 68,224 (5,614) 62,610
     

    Group reconciliation

    £000’s 30 June 2017 30 June 2016 31 Dec 2016
     
    Revenue 314,516 291,431 594,471
    Recharged expenses (33,461) (30,627) (60,175)
    Fee income 281,055 260,804 534,296
     
    Underlying profit 35,228 29,776 68,224
    Reorganisation costs (694) (3,937) (5,614)
    Segment profit 34,534 25,839 62,610
    Unallocated expenses (4,853) (3,148) (6,733)
    Operating profit before amortisation of acquired intangibles and transaction related costs 29,681 22,691 55,877
    Amortisation of acquired intangibles and transaction related costs (6,807) (9,278) (17,890)
    Operating profit 22,874 13,413 37,987
    Net finance costs (2,454) (2,530) (5,173)
    Profit before tax 20,420 10,883 32,814
     
    Total segment assets were as follows:
     
    £000’s 30 June 2017 30 June 2016 as restated 31 December 2016 as restated
     
    Europe 408,082 408,905 401,880
    North America 110,520 115,626 123,013
    AAP 149,150 147,732 147,164
    Unallocated 1,183 3,557 373
    Total 668,935 675,820 672,430
     

    5. Amortisation of acquired intangibles and transaction related costs

    £000’s 30 June 2017 30 June 2016 31 December 2016
     
    Amortisation of acquired intangibles 6,807 9,069 17,470
    Adjustments to consideration payment - - 187
    Third party advisory costs - 209 233
    Total 6,807 9,278 17,890
     

    6. Income taxes

    The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2017. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

    Analysis of the tax expense in the income statement for the period:

    £000’s 30 June 2017 30 June 2016 31 December 2016
     
    Current tax expense 7,823 4,559 10,363
    Deferred tax credit (1,912) (2,344) (2,630)
    Total tax expense in the income statement 5,911 2,215 7,733
     
    Add back:      
    Tax on amortisation of acquired intangibles and acquisition related costs 2,010 3,725 6,292
    Adjusted tax charge on PBTA for the period 7,921 5,940 14,025
    Tax rate on PBT 28.9% 20.3% 23.6%
    Tax rate on PBTA 29.1% 29.5% 27.7%
     

    7. Earnings per share

    The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

    £000’s 30 June 2017 30 June 2016 31 Dec 2016
     
    Profit attributable to ordinary shareholders 14,509 8,668 25,081
     
    000’s
     
    Weighted average number of ordinary shares for the purposes of basic earnings per share 221,558 220,748 220,977
    Effect of employee share schemes 1,592 1,163 1,237
    Weighted average number of ordinary shares for the purposes of diluted earnings per share 223,150 221,911 222,214
     
    Basic earnings per share (pence) 6.55 3.93 11.35
     
    Diluted earnings per share (pence) 6.50 3.91 11.29
     

    The directors consider that earnings per share before amortisation 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 Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 Dec 2016
     
     
    Profit attributable to ordinary shareholders 14,509 8,668 25,081
    Amortisation of acquired intangibles and transaction related costs 6,807 9,278 17,890
    Tax on amortisation of acquired intangibles and transaction related costs (2,010) (3,725) (6,292)
    Adjusted profit attributable to ordinary shareholders 19,306 14,221 36,679
     
    Adjusted basic earnings per share (pence) 8.71 6.44 16.60
     
    Adjusted diluted earnings per share (pence) 8.65 6.41 16.51
     

    8. Property, plant and equipment

    During the six months ended 30 June 2017 the Group acquired assets with a cost of £3,992,000 (six months to 30 June 2016: £3,647,000), which includes nil acquired through business combinations (six months to 30 June 2016: £131,000). Assets with a net book value of £113,000 were disposed of during the six months ended 30 June 2017 (six months ended 30 June 2016: £449,000).

    9. Goodwill

    The Group completed the following acquisition during the six months ended 30 June 2016, which broadens and strengthens the services the Group offers.

    £000s Goodwill at 1/1/17 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 30/6/17
    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 2016 or 2017.

    10. Share capital

      2017 Number 000’s 2017 £000’s 2016 Number 000’s 2016 £000’s
    Authorised        
    Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
     
    Issued and fully paid        
    Ordinary shares of 3p each at 1 January 223,435 6,703 222,234 6,667
    Issued under employee share schemes 614 18 651 19
    At 30 June 224,049 6,721 222,885 6,686
     

    11. Other reserves

    £000’s Merger reserve Employee trust Translation reserve Total
     
    At 1 January 2017 21,256 (13,677) 33,319 40,898
    Exchange differences - - (1,105) (1,105)
    Issue of new shares - (819) - (819)
    At 30 June 2017 21,256 (14,496) 32,214 38,974
     
    At 1 January 2016 21,256 (11,997) (8,110) 1,149
    Exchange differences - - 28,516 28,516
    Issue of new shares - (794) - (794)
    At 30 June 2016 21,256 (12,791) 20,406 28,871
     

    12. Dividends

    The following dividends were recognised as distributions to equity holders in the period:

    £000’s Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 Dec 2016
     
    Final dividend for 2015 5.08p per share 11,308 - -
    Interim dividend for 2015 4.66p per share - - 10,346
    Final dividend for 2014 4.42p per share - 11,267 11,267
      11,308 11,267 21,613
     

    An interim dividend in respect of the six months ended 30 June 2017 of 4.80 pence per share, amounting to a total dividend of £10,705,000 was approved by the Directors of RPS Group Plc on 2 August 2017. These condensed consolidated interim financial statements do not reflect this dividend payable.

    13. Note to the condensed consolidated cash flow statement

    £000’s Six months ended 30 June Six months endd 30 June Year ended 31 Dec 2016
     
    Operating profit 22,874 13,413 37,987
    Adjustments for:      
    Depreciation 4,233 4,081 8,390
    Amortisation of acquired intangibles 6,807 9,069 17,470
    Consideration fair value adjustment - - 187
    Share based payment expense 1,440 1,087 2,184
    (Profit)/loss on sale of property, plant and equipment (39) 333 537
    EBITDAS 35,315 27,983 66,755
           
    (Increase)/decrease in trade and other receivables (9,256) (340) 9,522
    Decrease/(increase) in trade and other payables (4,293) 614 1,976
     
    Cash generated from operations 21,766 28,257 78,253

    The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2017.

    £000’s At 1 January 2017 Cash flow Prepaid arrangement fees Foreign exchange At 30 June 2017
     
    Cash at bank 16,503 (3,188) - (289) 13,026
    Overdrafts - (294) - - (294)
    Cash and cash equivalents 16,503 (3,482) - (289) 12,732
    Bank Loans and notes (99,886) (7,625) (189) 1,623 (106,077)
    Finance lease creditor (36) 24 - - (12)
     
    Net bank borrowings (83,419) (11,083) (189) 1,334 (93,357)
     

    The cash balance includes £2,545,000 (31 December 2016: £3,036,000) that is restricted in its use.

    14. Events after the balance sheet date

    There have been no material events since the balance sheet date.

    15. Principal risks and uncertainties

    The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2016 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on pages 11 to 13 of the 2016 Report and Accounts (available on the Group’s website at www.rpsgroup.com) and are summarised as follows:

    - Economic environment
    - Retention of key personnel
    - Business acquisitions
    - Political events
    - Environmental and health risks
    - Information systems
    - Health and safety
    - Market position and reputation
    - Claims and Litigation
    - Compliance
    - Funding
    - Financial risk management

    From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each Board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities.

    The Board keeps under review the potential effect of economic circumstances. The decision of the UK to leave the EU has created uncertainty, although it is too early to say what the overall impact on the Group will be.

    16. Related party transactions

    There are no significant changes to the nature and treatment of related party transactions for the period to those reported in the 2016 Report and Accounts.

    17. Forward-looking statements

    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 continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed and the 2016 EU referendum vote in UK creates another source of potentially significant risk. Statements in respect of the Group’s performance in the year to date are based upon unaudited management accounts for the period January to June 2017. Nothing in this announcement should be construed as a profit forecast.

    18. Publication

    A copy of this announcement will be posted on the Company’s website at www.rpsgroup.com.

    INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

    We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

    This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

    Directors' Responsibilities

    The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

    As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” as adopted by the European Union.

    Our Responsibility

    Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

    Scope of Review

    We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Conclusion

    Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

    Deloitte LLP
    Statutory Auditor
    Reading, United Kingdom
    4 August 2017

    Director/PDMR Share Dealing

    03 Aug
     

    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"):

    3 August 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): £2.69
    Volume(s): 46

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    2 August 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): £2.69
    Volume(s):47

    d)

    Aggregated information
    -Aggregated volume
    -Price

    N/A

    e)

    Date of the transaction

    2 August 2017

    f)

    Place of the transaction

    London Stock Exchange
     
    ENQUIRIES  
    Nicholas Rowe, Company Secretary Tel: 01235 438016
       

    Voting Rights and Capital

    31 Jul
     

    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 224,105,964 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (56,469) from those announced on 30 June 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 224,105,964.
     
    The above figure (224,105,964) 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 July 2017

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

    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