Archived Announcements

Voting Rights and Capital

23 Dec


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 217,187,913 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (342,088) from those announced on 30 November 2010 relate to the Company’s Executive Share Option scheme, the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 217,187,913.

The above figure (217,187,913) 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 FSA's Disclosure and Transparency Rules.

23 December 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

06 Dec

On 01 December 2010 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:-

 

Purchase of Shares on 01 December 2010 £2.241 per share

Allotment of Matching Shares 01 December 2010 £2.241 per share

Total number of Partnership, Matching and Dividend shares held on 01 December 2010

Gary
Young
56 56 9,661
Philip
Williams
56 56 4,233
Alan
Hearne
56 56 6,531

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.

Voting Rights and Capital

30 Nov

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 216,845,825 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (132,432) from those announced on 29 October 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,845,825.

The above figure (216,845,825) 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 FSA's Disclosure and Transparency Rules.

30 November 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

10 Nov

On 10 November 2010 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:-

 

Purchase of Shares on 10 November 2010 £2.313 per share

Total number of Partnership, Matching and Dividend shares held on 10 November 2010

Gary
Young
92 9,549
Philip
Williams
38 4,121
Alan
Hearne
61 6,419

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.

SIP Announcement

03 Nov

On 01 November 2010 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:-

 

Purchase of Shares on 01 November 2010 £2.065 per share

Allotment of Matching Shares 01 November 2010 £2.065 per share

Total number of Partnership, Matching and Dividend shares held on 01 November 2010

Gary
Young
60 60 9,457
Philip
Williams
60 60 4,083
Alan
Hearne
60 60 6,358

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.

Voting Rights and Capital

29 Oct

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 216,713,393 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (55,970) from those announced on 30 September 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,713,393.

The above figure (216,713,393) 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 FSA's Disclosure and Transparency Rules.

29 October 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Interim Management Statement

28 Oct

RPS remains well positioned in markets of fundamental importance to the global economy; these continue to have significant long term potential. As developed countries around the world plan for the next stage of their growth, attention is being focussed on rebuilding economic activity in an efficient, sustainable way, powered by energy resources from safe, secure and environmentally acceptable sources. These trends play to RPS’s core strengths.

Our trading in the third quarter indicated that, unless there is another global economic downturn, the worst effects of recession on the Group are probably over and full year market expectations remain achievable. However, uncertainties remain for a number of our clients and, consequently, for us.(1)

The nature of recovery in our clients’ activities continued to vary between regions and markets. On the back of growing demand for natural resources the Australian economy continued to expand. This opened up further opportunities for us, particularly in relation to gas, coal seam gas and minerals projects and the infrastructure they all require. Our services are attractive to clients investing in these major projects, as they can utilise our planning, environmental and energy skills in an integrated way. Property development activity remained subdued, but is now showing signs of improvement in parts of the country. We retain confidence in the prospects of our Australian business as a whole.

Our Energy business continued to experience improving conditions, although demand has yet to expand to a level which would relieve pricing pressure. We have secured good volumes of work from NOC’s, whilst also benefitting from IOC’s increased E&P activity. Our transaction work was also encouraging in terms of both volume and client profile. However, in recent months we have felt the full effect of the drilling moratorium in the Gulf of Mexico. This offset our progress elsewhere, but should unwind as activity in the Gulf re-builds gradually during 2011. There are also signs we could secure more risk management work, both safety and environmental, as a result of increased regulation and changing operator systems in respect of offshore operations internationally.

Our increasing focus on infrastructure projects funded by the private sector, particularly in the energy supply market, helped support our Planning and Development business in Britain. We have limited direct exposure to public sector expenditure in Britain. However, the recent spending review undoubtedly delayed investment decisions by some of our private sector property development clients. This, in combination with changes to the development planning system introduced by the new Government, slowed the flow of new commissions. It is likely to take some time for our clients to work through the full effects of both these factors. Clients in the retail sector have, however, shown more confidence and progressed schemes for their own occupation through all phases of the planning and development cycle.

Our Environmental Management businesses in the UK benefited from stable levels of activity. Work in regulated health and safety markets remained at encouraging levels and we are possibly approaching the point at which our water sector clients will begin to commit the major investment necessary to meet their obligations in the new regulatory period. In the Netherlands, our private sector clients appear to have remained cautious about economic prospects and concerned about political uncertainty. Public sector activity seems to have begun to be affected by the fiscal consolidation recently put in place by the new Dutch Government. The full effects of this are difficult to predict at this early stage.

The recession in the Republic of Ireland ended in the first quarter of 2010, but the economy shrank again in the second quarter and has been under significant pressure from the financial markets since. Our business has done remarkably well to maintain positive trading against this backdrop. Although further downsizing has been necessary, we remain market leaders and continue to win significant volumes of new business. The management of the deficit by the Irish Government is likely to continue to constrain investment in the infrastructure projects which support our business, but the scale of next year’s capital investment will not be known until public expenditure announcements are made later this year. In Northern Ireland we maintained a good performance.

In order to ensure a robust Planning and Development business we are in the process of merging our British, Irish and Northern Ireland businesses. This will be completed before the year end. It will facilitate more efficient management, marketing and resource allocation and should involve only modest reorganisation costs. From 2011 the GB and Irish Planning and Development segments will be merged and reported as one segment: Planning and Development – UK and Ireland.

Our balance sheet remains strong and we have no defined benefit pension liabilities. Since 30 June we have made payments in respect of deferred consideration, all in cash, of £7.1 million. Net bank debt at the end of September was £47.9 million. Our facility of £125 million with Lloyds Banking Group remains in place until July 2013. The Board believes the Group is well funded to continue to implement its strategy and increased the interim dividend 15% for the seventeenth consecutive year. A similar increase is envisaged at the full year.

On 1 September 2010 we announced the acquisition of Boyd Exploration Consultants Ltd (‘Boyd’) for a maximum total consideration of C$13.87 million (£8.46 million), payable in cash. Boyd will help develop our oil and gas business in Canada and increases our exposure to the attractive international mining sector. Further ‘bolt on’ acquisitions are under consideration.

Brook Land, Chairman, commented:
“We indicated in our Interim Results (29 July 2010) that ‘modest improvement in the second half remains achievable’. Trading in the third quarter of the year suggests this is still the case and, if delivered, will enable market expectations to be met.

“The diversity of our business, both geographically and functionally, has enabled a robust performance from the Group over the last two years, during a period of exceptionally challenging markets. The flexibility and resourcefulness of our staff has contributed significantly to the way we have positioned ourselves to secure maximum exposure to the best markets available. About two thirds of Group activity is currently focussed on projects related to securing energy supplies, the infrastructure necessary to deliver those supplies and the Australian economy. This, the strength of our balance sheet and the continuation of our acquisition strategy, gives us confidence about our prospects as the global economy improves.”

28 October 2010

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

 

 

 

Note 1

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. Statements in respect of the Group’s performance in 2010 in the year to date are based upon unaudited management accounts for the period to September 2010. The Board considers market expectations for 2010 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £47.2 to £ 49.0 million. Nothing in this announcement should be construed as a profit forecast.

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, North America and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

SIP Announcement

04 Oct

On 01 Octomber 2010 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:-

 

Purchase of Shares on 01 October 2010 £1.909 per share

Allotment of Matching Shares 01 October 2010 £1.909 per share

Total number of Partnership, Matching and Dividend shares held on 01 October 2010

Gary
Young
66 66 9,337
Philip
Williams
66 66 3,963
Alan
Hearne
66 66 6,238

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.

Notifications of Major Interests in Shares

30 Sep

Voting Rights and Capital

30 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 216,657,423 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (65,163) from those announced on 31 August 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,657,423.

The above figure (216,657,423) 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 FSA's Disclosure and Transparency Rules.

30 September 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Notifications of Major Interests in Shares

10 Sep

SIP Announcement

03 Sep

On 01 September 2010 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:-

 

Purchase of Shares on 01 September 2010 £1.75 per share

Allotment of Matching Shares 01 September 2010 £1.75 per share

Total number of Partnership, Matching and Dividend shares held on 01 September 2010

Gary
Young
71 71 9,205
Philip
Williams
71 71 3,831
Alan
Hearne
71 71 6,106

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.

Further Development of Canadian Business in Oil and Gas and Potash Sectors

01 Sep

RPS announces the acquisition of Boyd Exploration Consultants Ltd (“Boyd”), an oil and gas and mining consultancy, for a maximum consideration of C$13.9 million (£8.5 million).

Founded in 1977, Boyd operates primarily in Canada, from its headquarters in Calgary. Having been established and developed as an oil and gas exploration and production advisor, Boyd has, in recent years, successfully expanded into both the Canadian and international mining sectors, particularly the potash industry. In these markets it acts as both consultant and project manager for large, blue chip clients on geological investigation projects. Boyd also provides environmental advice to its clients through a wholly owned subsidiary, Wildside. Together the businesses employ 26 staff and, as with our Energy business, use a wide range of sub-consultants.

In the year ended 31 March 2010 Boyd had revenues of C$12.6 million (£7.7 million) and profit before tax of C$2.88 million (£1.76 million), after adjustment for non-recurring items. Net assets at 31 March 2010 were C$4.3 million (£2.6 million), after adjusting for assets excluded from the transaction. On a similar basis, gross assets at 31 March 2010 were C$11.6 million (£7.0 million).

RPS is acquiring the entire share capital of Boyd for a maximum total consideration of C$13.87 million (£8.46 million), all payable in cash. Consideration paid at completion was C$7.30 million (£4.46 million). Subject to certain operational conditions being met, three further sums of C$2.37 million (£1.44 million); C$2.39 million (£1.46 million) and C$1.81 million (£1.10 million) will be paid on the first three anniversaries of the transaction. The nine vendors of the business include six directors and staff of Boyd, all of whom are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented.

“The acquisition of Boyd helps develop further our business in Canada. It will support our oil and gas consultancy activities and takes us into an attractive part of the mining sector. This builds on our acquisition earlier this year of Aquaterra, which enabled us to enter the mining sector in Australia and internationally. We are continuing to look for further opportunities to increase the scale of our activities in this growing sector.”

1 September 2009

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

 

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

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 216,592,260 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (43,534) from those announced on 30 July 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,592,260.

The above figure (216,592,260) 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 FSA's Disclosure and Transparency Rules.

31 August 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

04 Aug

On 03 August 2010 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:-

 

Purchase of Shares on 03 August 2010 £1.986 per share

Allotment of Matching Shares 03 August 2010 £1.986 per share

Total number of Partnership, Matching and Dividend shares held on 03 August 2010

Gary
Young
63 63 9,063
Philip
Williams
63 63 3,689
Alan
Hearne
63 63 5,964

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.

Voting Rights and Capital

30 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 216,548,726 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (62,6691) from those announced on 30 June 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,548,726.

The above figure (216,548,726) 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 FSA's Disclosure and Transparency Rules.

30 July 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Notification of Director Share Dealing

30 Jul

RPS announces that on 29 July 2010 Karen McPherson purchased 3,000 ordinary shares in the company at a price of 187.5p.

RPS was notified of this transaction on 29 July 2010.

 

Nicholas Rowe
Company Secretary
01235 438000

Interim Results

29 Jul

Interim Results for the six months ended 30 June 2010
Group results for the period represent a continuation of trends from the second half of 2009 and are in line with expectations. The Group’s financial position remains strong and the interim dividend has been increased 15%.

 

 
2010
2009
 
H1
H2
H1
Revenue (£m)
226.0
222.4
221.5
Fee income (£m)
192.5
188.4
185.9
Operating profit* (£m)
25.4
25.1
30.2
Profit before taxation* (£m)
23.4
23.3
29.2
Earnings per share* (basic) (p)
7.52
7.58
9.50
Bank borrowing (£m)
40.9
32.8
14.4
Dividend per share (p)
2.31
2.19
2.01
Statutory profit before tax (£m)
21.0
21.1
27.5
Statutory earnings per share (basic) (p)
6.75
6.85
8.93

*before amortisation of intangible assets of £2.3 million (2009 H1: £1.7 million, 2009 H2: £2.2 million)

 

Brook Land, Chairman, commenting on the results, said: “This is a creditable set of results which reflects well on the management and staff of the business who are continuing to deal with challenging conditions in an effective manner.

“Our April IMS indicated that we expected the timing of recovery would vary from market to market and that it would be reasonable to expect an earlier and stronger upturn in our Energy business.

“This has proved to be the case and there have been early signs of improvement in the oil and gas market and in our risk management activities in the UK. Improvement in other markets is generally not yet discernible and in Ireland the expected level of infrastructure investment suggests we will experience further contraction before achieving stability. The fiscal tightening now underway on an international basis makes predicting immediate future trends more uncertain, but the Board remains of the view that a modest improvement in the second half is achievable. We are continuing with our acquisition strategy, which should assist the growth of the Group.

“RPS is well positioned in markets of fundamental importance to the global economy and with significant long term growth potential. Increasing attention is being focussed on rebuilding economic activity in an efficient, sustainable way, powered by energy resources from safe, secure and environmentally acceptable sources. These trends play to RPS’s core strengths and will drive renewed growth once more of our markets begin to improve.”
29 July 2010

 

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

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas, Australia and Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Introduction
RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We are leaders in a range of markets which are strategically important at a global level. Our diverse range of activities and strong market position, in combination with the focus and experience of our management, has enabled us to produce creditable results in the first half of the year.

Results and Funding

RPS has traded effectively during another period when economic, political and financial conditions have dictated that many of our clients remain cautious and cost conscious. Conditions in all our main business areas deteriorated during the latter part of 2009. As a result our profits in the first half of that year significantly exceeded those in the second period. The conditions we have faced so far in 2010 broadly reflect those experienced towards the end of 2009. In consequence, as anticipated in our April IMS, the results reported here are similar to those in the second half of 2009.

Profit (before tax and amortisation of acquired intangibles) was £23.4 million (2009: £29.2 million). Basic earnings per share (before amortisation) were 7.52 pence (2009: 9.50 pence). These results were achieved after absorbing costs of £1.9 million (2009: £2.2 million) which were incurred in the reorganisation of parts of the Group’s business in response to the continuing uncertain economic conditions, as well as the integration of Conics and consolidation of a number of offices in Perth.

Our balance sheet remains strong. After funding acquisition consideration of £8.2 million, net bank borrowings were £40.9 million at 30 June (31 December 2009: £32.8 million). Our committed bank facilities, which do not expire until 2013, are £125 million.

Dividend
The Board remains confident about the Group’s financial strength and has, therefore, increased the interim dividend by 15% to 2.31 pence per share (2009: 2.01 pence) payable on 21 October 2010 to shareholders on the register on 24 September 2010.

Acquisitions
During the course of the first half we completed two acquisitions, the details of which have been announced previously. Aquaterra adds significantly to our business in Australia with its water resource and environmental skills and enables us to begin developing our presence in the international mining sector. Health in Business complements and strengthens our existing UK occupational health business, which is operating in a market with encouraging prospects. Further opportunities are under consideration and we are hopeful of completing transactions in Australia and North America in the second half.

Markets and Trading

Energy
We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia and Asia Pacific, which act as regional hubs for projects undertaken in many other countries. In the UK we are also market leaders in the provision of environmental and engineering advice to the offshore wind energy industry.

 

 
2010
2009
 
H1
H2
H1
Fee income (£m)
76.9
72.4
76.6
Underlying profit* (£m)
13.5
12.0
16.0
Margin %
17.5
16.6
20.8

*before amortisation of acquired intangible assets of £0.8 million (2009 H1: £0.9 million, 2009 H2: £0.9 million) and reorganisation costs of £0.1 million (2009 H1: £0.2 million, 2009 H2: £0.1 million)

 

Market conditions in the first part of 2010 showed modest improvement over the latter part of 2009. Although the Macondo oil spill in the Gulf of Mexico created uncertainty towards the end of the period, its impact on our results was not material. A number of the projects in which we are involved are of a long term nature, reflecting the complexity of identifying and securing sources of oil and gas in increasingly challenging environments. These continued to provide a solid underpin for our business, along with our work for National Oil Companies, which maintained investment at a relatively high level. Asset transactions and reserves determination remained a good source of income and we also benefited from a strong performance from our specialist metocean and marine environmental activities. Pricing pressure from our clients continued and recruitment issues have begun to re-emerge. Nonetheless, our operating margin held up well, which reflects both our market prominence and high quality management.

A number of clients we assisted in 2009 to bid for Round 3 licences from the Crown Estate to develop wind farms off the UK coast were successful. In consequence, we remain involved at a significant level in this aspect of the development of UK energy capacity.

Planning and Development
Within these businesses we provide consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. We remain leaders in this market in the UK, Ireland, Northern Ireland and Australia. The acquisition of Conics in 2009 materially strengthened our market position in Australia.

 

2010 H1
GB
Ireland
Australia
Total
Fee income+ (£m)
29.1
25.7
28.7
83.4
Profit* (£m)
4.4
2.2
5.2
11.7
Margin (%)
15.1
8.5
17.9
14.1
+fee income total is after intra-segment eliminations of £0.1 million
* before total amortisation of acquired intangibles assets of £1.3 million and total reorganisation costs of £1.6million

 

 

2009 H2
GB
Ireland
Australia
Total
Fee income+ (£m)
29.9
30.3
25.2
85.6
Profit* (£m)
4.5
2.3
5.9
12.7
Margin (%)
15.1
7.5
23.3
14.8
+ fee income total is after intra-segment eliminations of £0.1 million
* before total amortisation of acquired intangible assets of £1.1 million and total reorganisation costs of £1.0 million

 

 

2009 H1
GB
Ireland
Australia
Total
Fee income+ (£m)
34.6
33.2
8.0
75.4
Profit* (£m)
7.9
3.7
2.4
14.0
Margin (%)
22.7
11.2
30.2
18.6
+ fee income total is after intra-segment eliminations of £0.4 million
* before total amortisation of acquired intangible assets of £0.6 million and total reorganisation costs of £1.8 million

 

The economic downturn has had a severe impact on private sector development in Britain. It began to be felt in the second half of 2008. We moved quickly to reduce capacity and costs, a process which continued throughout 2009. The market remained affected by a low level of investment in the first part of 2010, although we experienced greater stability at this reduced level.

Our direct exposure to Central and Local Government expenditure in Britain is limited. The public/private finance projects with which we are involved continued. A number of our larger private sector clients are involved in the provision of infrastructure particularly in the energy, waste management and transport sectors. Their investment continued through the uncertainty of the election and change of Government.

In the Republic of Ireland our strategy of maintaining market leadership despite very difficult markets is proving successful. However, our business depends significantly on projects financed by Government agencies and public finances continued to be under pressure. As a result resources allocated to capital projects was significantly below that planned in the Government’s budget in December 2009. This had an adverse impact on our business and required further cost cutting. Our business in Northern Ireland has a larger proportion of private sector work and trading conditions in the first part of 2010 were reasonably stable.

In Australia clients developing substantial indigenous gas reserves continued investing at a high level, but sought to take advantage of economic circumstances by imposing pricing pressure. The proposed resources tax temporarily delayed the progression of a number of major projects in the mining sector in Queensland. Commercial development clients have better end user demand than in much of the rest of the developed world, but became increasingly constrained by credit availability. The high margin of the business driven by the exceptionally strong market in earlier years has now come back to a more normal level.

The integration of Conics began early in the year and will continue into the third quarter. The business has been rebranded and new systems introduced. Most of our offices in Perth have been co- located into one office, which has, in consequence, become the Group’s largest individual office and will shortly also house the local Aquaterra staff.

 

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands.

 

 
2010
2009
 
H1
H2
H1
Fee income (£m)
33.9
32.0
35.1
Underlying profit* (£m)
5.0
4.9
5.5
Margin %
14.7
15.3
15.6

*before amortisation of acquired intangible assets of £0.2m (2009 H1: £0.2 million, 2009 H2: £0.2 million) and reorganisation costs of £0.3m (2009 H1: £0.2 million, 2009 H2: £0.2 million)

 

Our UK activities are largely driven by regulatory requirements placed upon our clients, are tightly managed and, in consequence, performed well. The business we have producing safety cases for the nuclear industry remained busy and produced good returns. Our water activities in the UK continued to operate efficiently at the level of activity to be expected at this stage of the regulatory cycle. Our Health & Safety and Occupational Health activities performed well, albeit under pricing pressure. In the Netherlands, as anticipated, public sector activity held up well, but our private sector property clients, apparently concerned about financial problems in the eurozone, reduced investment levels. The overall margin of the business remains good for the sector.

Prospects
RPS remains a leading operator in a range of markets with long term attractions. Continuing uncertain economic conditions and the advent of significant fiscal tightening on an international scale means that the immediate future of these markets remains difficult to predict. The efficiencies and reduced cost base throughout our business will enable us to benefit relatively quickly as clients become more active.

In the UK our private sector development clients providing infrastructure generally remain positive, but would benefit from a positive policy framework emerging from the new Government in respect of such projects and how they will achieve the permissions necessary to enable construction. Other development clients would benefit from stronger end user demand and are inevitably concerned about the effects of the reductions in public expenditure being planned.

It seems likely that our Energy business could further improve its performance in the second half. Events at the Macondo well have created general uncertainty about projects in the Gulf of Mexico, although this does not seem likely to lead to significant changes in short term investment plans elsewhere. In the medium term increased focus in exploration and production activities on risk, safety and environmental management issues is likely to benefit us, as should growing investment in the development of unconventional forms of gas. We gain exposure to the buoyant Asian economies with this business and the initiatives we have taken to develop our activities in Brazil and the Middle East are beginning to have a positive effect.

The Irish economy has recently emerged from recession. It will probably take some while for this export led recovery to feed through in to stronger domestic demand and increased tax revenue. In the meantime Government expenditure on capital projects will remain under significant pressure. We continue to monitor closely the prospects for this business and the carrying value of acquired assets. In Northern Ireland we wait to see the effect of any reductions in public expenditure.

In Australia the economy is generally performing well and the recent resolution of the resources tax issue should see an increase in mining activity. Investment in energy projects is likely to remain robust, although pricing pressures will remain. Private sector developer clients may not have sufficient finance available to increase activity until global economic recovery has progressed further.

Those environmental management businesses driven by our clients’ need to comply with regulation continue to have a stable outlook. Prospects with our private sector clients in the Netherlands are uncertain, but we have recently secured significant new contracts with water utilities across the UK and expect to see volumes of work resulting from these contracts pick up steadily over the next year.

Modest improvement in the second half remains achievable and our balance sheet is able to support further expansion of the Group. Once economic recovery is more robust, we are well placed to re- establish our growth momentum.

Board of Directors
RPS Group plc
29 July 2010

Condensed consolidated income statement

 
Notes
Six months
ended 30 June
2010
unaudited
£000’s
Six months
ended 30 June

unaudited
£000’s
Year ended
31 December
2009
unaudited
£000’s
 
 
 
 
 
Revenue
3
225,966
221,530
443,909
Recharged expenses
3
(33,438)
(35,581)
(69,558)
Fee income
3
192,528
185,949
374,351
 
 
 
 
 
Operating profit
3
23,086
28,515
51,448
 
 
 
 
 
Finance costs
 
(2,137)
(1,206)
(3,113)
Finance income
 
73
180
268
 
 
 
 
 
Profit before tax and amortisation of
acquired intangibles
 
23,355
29,198
52,472
Amortisation of acquired intangibles
 
(2,333)
(1,709)
(3,869)
Profit before tax
 
21,022
27,489
48,603
 
 
 
 
 
Tax expense
4
(6,559)
(8,522)
(14,997)
Profit for the period attributable to equity
holders of the parent
 
14,463
18,967
33,606
 
 
 
 
 
Basic earnings per share (pence)
5
6.75
8.93
15.78
 
 
 
 
 
Diluted earnings per share (pence)
5
6.68
8.83
15.59
 
 
 
 
 
Basic earnings per share before amortisation of acquired intangibles (pence)
5
7.52
9.50
17.08
 
 
 
 
 
Diluted earnings per share before amortisation of acquired intangibles (pence)
5
7.44
9.40
16.87

 

Condensed consolidated statement of comprehensive income

 
Six months
ended 30 June
2010
unaudited
£000’s
Six months
ended 30 June
2009
unaudited
£000’s
Year ended
31 December
2009
unaudited
£000’s
 
 
 
 
Profit for the period
14,463
18,967
33,606
 
 
 
 
Other comprehensive income:
 
 
 
Exchange differences
(4,357)
(12,022)
(3,804)
Tax recognised directly in equity
(42)
97
188
 
 
 
 
Total recognised comprehensive income for the period attributable to equity holders of the parent
10,064
7,042
29,990

 

Condensed consolidated balance sheet

 

 

 

 

 

 

 

 

 

Notes

As at
30 June
2010
unaudited
£000’s

As at
30 June
2009
unaudited
£000’s

As at
31 December
2009
audited
£000’s

 

 

 

 

 

 

 Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets

 

297,848

255,920

293,943

 

Property, plant and equipment

6

27,870

21,545

28,226

 

Investments in associates

 

190

-

204

 

 

325,908

277,465

322,373

 

Current assets

 

 

 

 

 

Trade and other receivables

 

153,882

138,825

139,247

 

Cash at bank

 

11,620

11,889

13,691

 

 

165,502

150,714

152,938

 Liabilities

 

 

 

 

  Current liabilities

 

 

 

 

  Borrowings

 

1,615

139

1,802

  Deferred consideration

 

12,324

14,644

15,652

  Trade and other payables

 

74,277

72,066

68,678

  Corporation tax liabilities

 

5,305

7,557

6,135

  Provisions

 

1,010

1,264

1,324

 

 

94,531

95,670

93,591

  Net current assets

 

70,971

55,044

59,347

  Non-current liabilities

 

 

 

 

  Borrowings

 

50,942

26,164

44,652

  Deferred consideration

 

10,250

4,757

9,289

  Other creditors

 

1,718

411

1,301

  Deferred tax liabilities

 

10,361

5,274

9,791

  Provisions

 

2,626

2,896

3,219

 

 

75,897

39,502

68,252

  Net assets

 

320,982

293,007

313,468

 

 

 

 

 

 

Equity

 

 

 

 

 

Share capital 

8

6,494

6,434

6,457

 

Share premium 

 

100,375

96,771

98,238

 

Other reserves

9

34,900

31,815

39,519

 

Retained earnings

 

179,213

157,987

169,254

 

Total shareholders’ equity

 

320,982

293,007

313,468


Condensed consolidated cash flow statement

 

Notes

Six months
ended
30 June
2010
unaudited
£000’s

Six months
ended
30 June
2009
unaudited
£000’s

Year
ended
31 December
2009
audited
£000’s

 

 

 

 

 

Cash generated from operations

11

21,071

34,452

70,583

Interest paid

 

(2,080)

(1,541)

(3,839)

Interest received

 

73

180

268

Income taxes paid

 

(8,479)

(4,865)

(12,550)

Net cash from operating activities

 

10,585

28,226

54,462

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchases of subsidiaries net of cash acquired

 

(2,465)

(14)

(20,616)

Deferred consideration

 

(5,688)

(7,399)

(15,075)

Purchase of property, plant and equipment

 

(3,713)

(1,760)

(4,061)

Sale of property, plant and equipment

 

122

39

86

Net cash used in investing activities

 

(11,744)

(9,134)

(39,666)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from issue of share capital

 

72

144

381

(Repayments)/proceeds from bank borrowings

 

5,682

(17,164)

(9,023)

Payment of finance lease liabilities

 

(739)

(30)

(599)

Dividends paid

 

(4,722)

(4,076)

(8,410)

Payment of pre-acquisition dividend

 

-

-

(1,511)

Net cash used in financing activities

 

293

(21,126)

(19,162)

 

 

 

 

 

Net (decrease)/increase  in cash and cash  equivalents 

 

(866)

(2,034)

(4,366)

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

13,691

16,707

16,707

 

 

 

 

 

Effect of exchange rate fluctuations

 

(1,205)

(2,885)

1,350

 

 

 

 

 

Cash and cash equivalents at end of period

11

11,620

11,788

13,691

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents comprise:

 

 

 

 

Cash at bank

 

11,620

11,889

13,691

Bank overdraft

 

-

(101)

-

 

 

 

 

 

Cash and cash equivalents at end of period

 

11,620

11,788

13,691

 

 

 

 

 

Condensed consolidated statement of changes in equity

 

Share capital

Share premium

Retained earnings

Other reserves
(Note 9)

Total equity

 

£000’s

£000’s

£000’s

£000’s

£000’s

Changes in equity during 2010

 

 

 

 

 

At 1 January 2010

6,457

98,238

169,254

39,519

313,468

Total comprehensive income for the period

-

-

14,421

(4,357)

10,064

Issue of new ordinary shares

37

2,142

(1,257)

(262)

660

Share based payment expense

-

-

1,517

-

1,517

Expenses of issue of equity shares

-

(5)

-

-

(5)

Dividends

-

-

(4,722)

-

(4,722)

 

 

 

 

 

 

At 30 June 2010

6,494

100,375

179,213

34,900

320,982

 

 

 

 

 

 

Changes in equity during 2009

 

 

 

 

 

At 1 January 2009

6,399

95,531

142,126

43,551

287,607

Total comprehensive income for the period

-

-

19,064

(12,022)

7,042

Issue of new ordinary shares

35

1,249

(795)

286

775

Share based payment expense

-

-

1,668

-

1,668

Expenses of issue of equity shares

-

(9)

-

-

(9)

Dividends

-

-

(4,076)

-

(4,076)

 

 

 

 

 

 

At 30 June 2009

6,434

96,771

157,987

31,815

293,007

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 2010 comprise the Company and its subsidiaries (together referred to as the “Group”).

The IASB has issued the following revised and updated standards that are applicable to the Group and that resulted in changes in presentation for this accounting period; IAS 27 (amended) “Consolidated and separate financial statements” and IFRS 3 (revised) “Business Combinations”.

Since the 2009 Annual Report the IASB has also issued a variety of IFRIC amendments and interpretations that have no impact on the Group’s reporting.

Otherwise, the condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2009. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company’s auditors. The results for the year end 31 December 2009 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2009 which have been delivered to the Registrar of Companies. The auditors’ report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

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

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
G. R. Young
Chief Executive
Group Finance Director

 

3. Business segments
Segment information is presented in respect of the Group’s business segments which are reported to the Chief Operating Decision Maker (CODM). The business segment reporting format reflects the Group’s management and internal structure. Inter-segment pricing is determined on an ‘arm’s length’ basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The Group comprises the following business segments:

Planning and Development – consultancy services in the GB, Ireland (comprising the Republic of Ireland and Northern Ireland) and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management – consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy – the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2010:

   

£000’s

Fees

Recharged
 expenses

Intersegment
revenue

External
 revenue

 

 

 

 

 

Planning and Development:

 

 

 

 

GB

29,136

3,068

(848)

31,356

Ireland

25,671

5,158

(85)

30,744

Australia

28,733

8,967

(425)

37,275

Intra P&D eliminations

(118)

-

118

-

Total Planning and Development

83,422

17,193

(1,240)

99,375

Energy

76,911

12,447

(197)

89,161

Environmental Management

33,868

3,937

(375)

37,430

Group eliminations

(1,673)

(139)

1,812

-

Total

 192,528

33,438

-

225,966

£000’s

Underlying
profit

Reorganisation
 costs

Amortisation of acquired intangibles

Segment
result

 

 

 

 

 

Planning and Development:

 

 

 

 

GB

4,403

(250)

(418)

3,735

Ireland

2,181

(285)

-

1,896

Australia

5,154

(1,030)

(909)

3,215

Total Planning and Development

11,738

(1,565)

(1,327)

8,846

Energy

13,456

(98)

(824)

12,534

Environmental Management

4,980

(253)

(182)

4,545

Total

30,174

(1,916)

(2,333)

25,925

         

Segment results for the period ended 30 June 2009:

   
         

£000’s

Fees

Recharged
 expenses

Intersegment
 revenue

External
 revenue

 

 

 

 

 

Planning and Development:

 

 

 

 

GB

34,649

4,388

(868)

38,169

Ireland

33,154

9,206

(78)

42,282

Australia

7,991

4,118

-

12,109

Intra P&D eliminations

(433)

-

433

-

Total Planning and Development

75,361

17,712

(513)

92,560

Energy

76,610

13,290

(225)

89,675

Environmental Management

35,136

4,579

(420)

39,295

Group eliminations

(1,158)

-

1,158

-

Total

185,949

35,581

-

221,530


£000’s

Underlying
 profit

Reorganisation
 costs

Amortisation of acquired intangibles

Segment
 result

 

 

 

 

 

Planning and Development:

 

 

 

 

GB

7,866

(1,319)

(468)

6,079

Ireland

3,712

(494)

-

3,218

Australia

2,417

(10)

(131)

2,276

Total Planning and Development

13,995

(1,823)

(599)

11,573

Energy

15,965

(168)

(926)

14,871

Environmental Management

5,472

(180)

(184)

5,108

Total

35,432

(2,171)

(1,709)

31,552

         
 

 

 

   

Group reconciliation

 

 

   

£000’s

30 June 2010

30 June 2009

 

 

 

 

 

 

 

Revenue

225,966

221,530

 

 

Recharged expenses

(33,438)

(35,581)

 

 

Fees

 192,528

185,949

 

 

 

 

 

 

 

Underlying profit

30,174

35,432

 

 

Reorganisation costs

(1,916)

(2,171)

 

 

Unallocated expenses

 (2,839)

(3,037)

 

 

Operating profit before amortisation

25,419

30,224

 

 

Amortisation

 (2,333)

(1,709)

 

 

Operating profit

23,086

28,515

 

 

Finance costs

(2,064)

(1,026)

 

 

Profit before tax

 21,022

27,489

 

 

         

Total segment assets were as follows:

     
 

 

 

   

£000’s

30 June
2010

31 December 2009

   
 

 

 

   

Planning and Development:

 

 

   

GB

104,504

107,356

   

Ireland

84,088

87,660

   

Australia

92,029

76,432

   

Total Planning and Development

280,621

271,448

   

Energy

145,389

138,310

   

Environmental Management

60,737

58,886

   

Unallocated

4,663

6,667

   

Total

491,410

475,311

   

4. Income taxes
The Group’s consolidated effective tax rate for the six months ended 30 June 2010 was 31.2% (for the year ended 31 December 2009: 30.9%; for the six months ended 30 June 2009: 31.0%).

5. 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:

 

Six months
 ended 30 June

Six months ended 30 June

Year ended 
 31 Dec

£000’s

2010

2009

2009

 

 

 

 

 

 

 

 

Profit attributable to ordinary shareholders

14,463

18,967

33,606

 

 

 

 

 

000’s

000’s

000’s

 

 

 

 

Weighted average number of ordinary shares for the purposes of basic earnings per share

214,383

212,515

212,943

Effect of shares to be issued as deferred consideration

-

310

286

Effect  of  employee share schemes

2,285

1,934

2,347

Weighted average number of ordinary shares for the purposes of diluted earnings per share

216,668

214,759

215,576

 

 

 

 

Basic earning per share (pence)

6.75

8.93

15.78

 

 

 

 

Diluted earnings per share (pence)

6.68

8.83

15.59

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation on acquired intangible assets and the tax thereon as shown in the table below.

£000’s

Six months
ended 30 June
2010

Six months
ended 30 June
2009

Year ended
31 Dec
2009

 

 

 

 

 

 

 

 

Profit attributable to ordinary shareholders

14,463

18,967

33,606

Amortisation of acquired intangibles

2,333

1,709

3,869

Tax on amortisation of acquired intangibles

(675)

(484)

(1,106)

Adjusted profit attributable to ordinary shareholders

16,121

20,192

36,369

 

 

 

 

Basic earnings before per share before amortisation (pence)

7.52

9.50

17.08

 

 

 

 

Diluted earnings per share before amortisation (pence)

7.44

9.40

16.87

 

 

 

 


6. Property, plant and equipment
During the six months ended 30 June 2010, the Group acquired assets with a cost of £4,090,000 (six months to 30 June 2009: £1,760,000), which includes £334,000  acquired through business combinations (six months to 30 June 2009: £nil).  Assets with a net book value of £130,000 were disposed of during the six months ended 30 June 2010 (six months ended 30 June 2009: £54,000).

7. Acquisitions
The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2010:

Entity

Date of
Acquisition

Place of incorporation

Percentage of
 entity acquired

Nature of business acquired

 

 

 

 

 

Health in Business Ltd

15/03/2010

UK

100%

Occupational Health

Aquaterra Consulting Pty Ltd

27/05/2010

Australia

100%

Environmental Consultancy

Their contributions to the Group’s results for the period is given below:

£000’s

Revenue

Operating profit before amortisation

 Operating profit

HIB

519

63

27

Aquaterra

1,045

223

200

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £230,422,000 and the Group operating profit would have been £23,108,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report.  Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible assets

£000’s

Customer
relationships

Trade
 Names

Property, plant
and equipment

Cash

Other
assets

Other liabilities

Net assets
acquired

Provisional fair values:

 

 

 

 

 

 

 

HIB

520

50

12

60

342

(426)

558

Aquaterra

2,837

-

322

2,284

2,648

(4,243)

3,848

 

3,357

50

334

2,344

2,990

(4,669)

4,406

£000’s

Fair value of acquired receivables

Gross contractual amounts receivable

Estimated
unreceivable cash flows

HIB

300

300

-

Aquaterra

2,361

2,361

-

 

2,661

2,661

-

The vendors of Aquaterra and HIB have entered into warranty arrangements with the Group.  The total undiscounted cash flow that could be receivable by the Group is between £nil and £2,661,000.  As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000’s

Initial cash
consideration

Deferred cash
consideration

Total
consideration

Net assets
acquired

Goodwill acquired

Tax deductible
Goodwill

HIB

720

217

937

558

379

-

Aquaterra

4,104

3,778

7,882

3,848

4,034

-

 

4,824

3,995

8,819

4,406

4,413

-

The Group incurred acquisition-related costs of £141,000 (6 months to 30 June 2009: £nil) which have been expensed through the consolidated income statement.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

 

Acquisitions made  in 2010

Acquisition  made in 2009

£000’s

HIB

Aquaterra

Conics

Goodwill at 1 January 2010

-

-

20,816

Additions through acquisition

379

4,034

-

Foreign exchange gains and losses

-

(150)

  272

Goodwill at 30 June 2010

379

3,884

21,088

There were no accumulated impairment losses at the beginning or the end of the period.

Prior period acquisitions
The Group did not complete any acquisitions in the first half of 2009.

8. Share capital

 

2010
Number
000’s

2010
£000’s

2009
Number
000’s

2009
£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

215,247

6,457

213,286

6,399

Issued under employee share schemes

925

28

780

22

Issued in respect of deferred consideration related to acquisitions in prior years

314

9

417

13

At 30 June

216,486

6,494

214,483

6,434


9. Other reserves

£000’s

Merger reserve

Employee trust shares

Translation reserve

Total other reserves

 

 

 

 

 

Changes in equity during 2010

 

 

 

 

At 1 January 2010

20,687

(4,419)

23,251

39,519

Exchange differences

-

-

(4,357)

(4,357)

Issue of new shares

569

(831)

-

(262)

At 30 June 2010

21,256

(5,250)

18,894

34,900

 

 

 

 

 

Changes in equity during 2009

 

 

 

 

At 1 January 2009

20,079

(3,583)

27,055

43,551

Exchange differences

-

-

(12,022)

(12,022)

Issue of new shares

608

(322)

-

286

At 30 June 2009

20,687

(3,905)

15,033

31,815

10. Dividends

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

£000’s

Six months
ended 30 June
2010

Six months
ended 30 June
2009

Year Ended
31 December
2009

 

 

 

 

Final dividend for 2009 2.19p per share

4,722

-

-

Interim dividend for 2009 2.01p per share

-

-

4,317

Final dividend for 2008 1.91p pre share

-

4,093

4,093

 

4,722

4,093

8,410

An interim divided in respect of the six months ended 30 June 2010 of 2.31 pence per share, amounting to a total dividend of £5,005,000 was approved by the Directors of RPS Group plc on 27 July 2010.  These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

 

 

Six months ended
 30 June

 

Six months ended
 30 June

 

Year ended 31 Dec

£000’s

2010

 

2009

 

2009

 

 

 

 

 

 

Profit before tax

21,022

 

27,489

 

48,603

Adjustments for:

 

 

 

 

 

Interest payable and similar charges

2,137

 

1,206

 

3,113

Interest receivable

(73)

 

(180)

 

(268)

Depreciation

3,749

 

3,164

 

6,868

Amortisation of acquired intangibles

2,333

 

1,709

 

3,869

Share based payment expense

1,517

 

1,668

 

3,280

Loss/(profit) on sale of property, plant and equipment

6

 

15

 

152

Share of loss/(profit) of associates

23

 

-

 

(78)

Decrease/(increase) in trade and other receivables

(12,953)

 

11,685

 

31,223

(Decrease)/increase in trade and other payables

3,310

 

(12,304)

 

(26,179)

 

 

 

 

 

 

Cash generated from operations

21,071

 

34,452

 

70,583

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 2010.

 

£000’s

At 1 January 2010

 

Cash flow

 

Foreign exchange

 

At 30 June  2010

 

 

 

 

 

Cash and cash equivalents

13,691

(866)

(1,205)

11,620

Bank loans

(41,949)

(5,682)

(1,075)

(48,706)

Finance lease creditor

(4,505)

739

(85)

(3,851)

 

 

 

 

 

Net bank borrowings

(32,763)

(5,809)

(2,365)

(40,937)

12. Principal risks and uncertainties
The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2009 Report and Accounts was published.  The Board keeps under review the potential effect of economic circumstances.  The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

13. Related party transactions
There were no related party transactions required to be disclosed in the period.

14. 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.  Nothing in this announcement should be construed as a profit forecast.

15. 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

Introduction
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 2010 which comprise 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.

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.

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 Services Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (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.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

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 enquiries, 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 Ireland) 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 2010 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 Services Authority.

BDO LLP
Chartered Accountants and Registered Auditors
55 Baker Street
London
W1U 7EU
United Kingdom
Date

Notification of Major Interest in Shares

19 Jul

Notification of Major Interest in Shares

13 Jul

SIP Announcement

02 Jul

On 01 July 2010 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:-

 

Allotment of Matching Shares 01 July 2010 £1.939 per share

Total number of Partnership, Matching and Dividend shares held on 01 July 2010

Gary
Young
70 70 8,937
Philip
Williams
70 70 3,563
Alan
Hearne
70 70 5,838

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.

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 216,486,035 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (208,972) from those announced on 28 May 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,486,035.

The above figure (216,486,035) 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 FSA's Disclosure and Transparency Rules.

30 June 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

08 Jun

On 01 June 2010 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:-

 

Purchase of Shares on
01 June 2010 £1.939 per share

Allotment of Matching Shares on 
01 June 2010 £1.939 per share

Total number of Partnership, Matching and Dividend shares held on 01 June 2010

Gary
Young
64 64 8,696
Philip
Williams
64 64 3,385
Alan
Hearne
64 64 5,634

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.

Further Development of Australian Strategy

28 May

RPS announces the acquisition of Aquaterra Consulting Pty Ltd (“Aquaterra”), an international water resource and environmental consultancy, for a maximum consideration of A$13.5 million (£7.8 million).

Founded 12 years ago Aquaterra has about 90 staff and operates primarily in Australia, from its headquarters in Perth and offices in Adelaide and Sydney. It is also active in the UK serving similar markets as our existing water resources business and will complement its activities. In Australia Aquaterra has a market leading position providing support to the natural resources and mining sectors, which face increasingly challenging water resource and environmental issues. Some of Aquaterra’s clients undertake projects internationally; this has enabled Aquaterra to broaden its geographic base, a trend which RPS can help develop further.

In the year ended 31 March 2010 Aquaterra had revenues of A$18.2 million (£10.5 million) and profit before tax of A$2.49 million (£1.44 million). Net assets at 31 March 2010 were A$4.9 million (£2.8 million).

RPS is acquiring the entire share capital of Aquaterra for a maximum total consideration of A$13.7 million (£7.9 million), all payable in cash. Consideration paid at completion was A$7.0 million (£4.1 million). Subject to certain operational conditions being met, two further sums of A$3.5 million (£2.0 million) and A$3.2 million (£1.8 million) will be paid on the first and second anniversaries of the transaction. The vendors of the business are its two executive directors and 20 other staff, all of whom are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented.

“The acquisition of Aquaterra further develops our market leading environmental business in Australia. Operating where water resource and environmental issues overlap with the exploration and production of natural resources means it is well positioned at the forefront of issues of strategic importance to the Australian economy. RPS will provide it with further opportunities in both Australia and internationally.”

28 May 2010

ENQUIRIES

RPS Group plc

Dr Alan Hearne, Chief Executive

Tel: 01235 863 206

Gary Young, Finance Director

College Hill
Justine Warren/Matthew Smallwood
Tel: 020 7457 2020


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

Voting Rights and Capital

28 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 216,277,063 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (48,725) from those announced on 28 May 2010 relate to the employee Share Incentive Plan scheme and the Performance Share Plan scheme

Therefore, the total number of voting rights in RPS Group plc is 216,277,063.

The above figure (216,277,063) 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 FSA’s Disclosure and Transparency Rules.

30 April 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Notification of Director Share Dealing

20 May

RPS announces that on 19 May 2010 Peter Dowen sold 300,000 ordinary shares in the company at an average price of 202.57p.

RPS was notified of this transaction on 19 May 2010.

 

Nicholas Rowe
Company Secretary
01235 438000

Notification of Director Share Dealing

18 May

RPS announces that on 17 May 2010, 470,000 ordinary shares in the company in which Dr. Alan Hearne was beneficially interested were sold at an average price of 209.588p.

RPS was notified of this transaction on 17 May 2010.

 

Nicholas Rowe
Company Secretary
01235 438016

SIP Announcement

05 May

On 30 April 2010 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:-

 

Purchase of Shares on
30 Apr 2010 £2.255 per share

Allotment of Matching Shares on
30 Apr 2010 £2.255 per share

Total number of Partnership, Matching and Dividend shares held on 30 Apr 2010

Gary
Young
55 55 8,568
Philip
Williams
55 55 3,257
Alan
Hearne
55 55 5,506

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.

AGM Results

04 May


RPS Group plc held its Annual General Meeting for shareholders at 1pm on Tuesday 4 May 2010 and announces that all resolutions were duly passed.

Copies of the resolutions passed as special business will be submitted to the UK Listing Authority for publication through the Listing Authority’s Document and Viewing Facility.

For further information, please contact:

Nicholas Rowe

Company Secretary

Tel: 01235 438016

Appointment of Director

04 May

RPS Group Plc (the ‘Company’) is pleased to announce that Robert Miller-Bakewell will be appointed as a Non-Executive Director following the conclusion of today’s Annual General Meeting.

Mr Miller-Bakewell (aged 57) was Senior Director of Investment Research at Merrill Lynch from 1998 to 2008 and prior to this worked as an investment analyst with Natwest Markets and its predecessor companies. Over the last 20 years his focus has been in analysing and advising water, waste, utility, transport and environmental infrastructure companies both in the UK and internationally. He is also a member of OFWAT’s Future Regulation Panel.

Mr Miller-Bakewell will join the Company’s Audit Committee on appointment. There are no matters requiring disclosure under paragraph 9.6.13 of the Listing Rules.

4 May 2010

ENQUIRIES

RPS Group plc

Brook Land, Chairman
Dr Alan Hearne, Chief Executive

Tel:  020 7723 2456
Tel:  01235 863 206
 
College Hill
Justine Warren /Matthew Smallwood
Tel: 020 7457 2020

Voting Rights and Capital

30 Apr

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 216,228,338 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (81,035) from those announced on 31 March 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,228,338.

The above figure (216,228,338) 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 FSA's Disclosure and Transparency Rules.

30 April 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

Interim Management Statement

29 Apr

Well Positioned; Strong Balance Sheet; Signs of Markets Stabilising.

RPS remains well positioned in markets of fundamental importance to the global economy and with significant long term growth potential. As developed economies around the world begin to recover more attention is being focussed on rebuilding economic activity in an efficient, sustainable way, powered by energy resources from safe, secure and environmentally acceptable sources. These trends play to RPS’s core strengths.

As anticipated, trading in the first quarter has been at a lower level than in the same period last year when conditions in important markets were materially better. In the early part of this year our businesses in Europe and Queensland were also adversely affected by exceptionally bad weather. Despite these disruptions there have been signs recently that, unless there is another economic downturn, the worst effects of recession on the Group may be over.

Our clients, whilst showing signs of being a little more positive about investment generally, remained cost conscious about specific project expenditure during the first part of 2010. In consequence, the pricing pressure which developed during the course of last year is not yet easing. Staff remuneration pressures have, however, begun to reappear. Redundancy and other reorganisation costs have reduced compared to last year, although the bulk of the Conics integration costs will be incurred in the first half of the year.

The timing of recovery will vary from market to market. In the UK the impending election has delayed investment decisions by some of our clients. Management of the economy after the election will, however, have a more material effect on our prospects. The recession in the Republic of Ireland has not yet ended. Continued good management of their deficit by the Irish Government is necessary to ensure further investment in the infrastructure projects which support our business. Even with this we are likely to experience further contraction. In the Netherlands, as we anticipated, some of our private clients seem to be cutting back on their level of investment, although public sector activity has remained stable. On the back of growing demand for natural resources the Australian economy seems likely to continue expanding, opening up further opportunities for us, although credit availability still constrains some clients. In our Energy business it is reasonable to anticipate an earlier and stronger upturn.

Our balance sheet remains strong. During the course of the first quarter we made payments in respect of deferred consideration in cash of £5.3 million. Net bank debt at the end of March was £44.1 million. Our facility of £125 million with Lloyds Banking Group remains in place until 2013.

On 15 March 2010 we completed the acquisition of Health in Business Ltd (‘HiB’) from its two shareholder directors, for a total of £0.95 million, in cash. Of this £0.7 million was paid at completion, with the balance payable over the next two years. The acquisition of HiB complements and strengthens our existing UK occupational health business, which is operating in a market with encouraging prospects. Even though we remain cautious about the earnings prospects of potential targets, we anticipate completing further transactions this year, whilst maintaining a progressive dividend policy.

Brook Land, Group Chairman, commented:

Whilst we have yet to experience a meaningful upturn in activity there is some evidence in most of our markets that the worst effects of recession may be over. The efficiencies and reduced cost base within our business mean that as clients become more active we will be able to benefit relatively quickly. As previously indicated, the first half of the current year will show significantly reduced profit compared to the same period last year, when trading conditions were generally better. However, the prospect of an improvement in the second half remains realistic.

29 April 2010

ENQUIRIES

RPS Group plc

Dr Alan Hearne, Chief Executive

Tel: 01235 863 206

Gary Young, Finance Director

College Hill
Justine Warren/Matthew Smallwood
Tel: 020 7457 2020


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

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. Statements in respect of the Group’s performance in 2010 in the year to date are based upon unaudited management accounts for the period January to March 2010. The Board considers market expectations for 2010 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.6 to £54.0 million. Nothing in this announcement should be construed as a profit forecast.

SIP Announcement

07 Apr

On 01 April 2010 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:-

 

Purchase of Shares on
01 Apr 2010 £2.05 per share

Allotment of Matching Shares on
01 Apr 2010 £2.05 per share

Total number of Partnership, Matching and Dividend shares held on 01 Apr 2010

Gary
Young
61 61 8,458
Philip
Williams
61 61 3,147
Alan
Hearne
61 61 5,396

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.

Voting Rights and Capital

31 Mar

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 216,147,303 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (735,266) from those announced on 26 February 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 216,147,303.

The above figure (216,147,303) 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 FSA's Disclosure and Transparency Rules.

31 March 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

RPS Group Plc 2009 Annual Report and Accounts

30 Mar

Report and Accounts for the year ended 31 December 2009;

and Notice of 2010 Annual General Meeting.

These documents have also been mailed to shareholders today.

Copies of these documents, as well as a copy of the new articles of association proposed to be adopted at the Annual General Meeting and the form of proxy in respect of the Annual General Meeting are being submitted to the UK Listing Authority and will shortly be available for inspection at their Document Viewing Facility, which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

The total number of ordinary shares in the Company in issue as at the date hereof and in respect of which votes may be exercised at the Annual General Meeting is 216,147,303. A description of the material changes to the Company’s Articles of Association is included in the notice of Annual General Meeting.

Nicholas Rowe
Company Secretary
01235 438016

Release of Awards to Senior Executives under the LTIP

17 Mar

RPS Group Plc announces the release of conditional share awards granted on 14 March 2007 under the RPS Group Plc Long-Term Incentive Plan (the "LTIP").

In accordance with the rules of the LTIP and based on the Company achieving average basic earning per share growth of a minimum of 10% p.a. over a three year holding period, 100% of the shares subject to the awards have been released. As a consequence on15 March 2010 the following Executive Directors became the legal and beneficial owners of the following number of ordinary shares of the Company:

Executive Number of Ordinary Shares
Peter Dowen 60,222
Dr Alan Hearne 124,893
Dr Philip Williams 60,222
Gary Young 49,272

 

The Executive Directors have sold the number of ordinary shares of the Company set out against their names at a price of 178.1p per share.

Executive Number of Ordinary Shares
Peter Dowen 60,222
Dr Alan Hearne 124,893
Dr Philip Williams 24,770
Gary Young 20,265

 

Nicholas Rowe
Secretary
RPS Group Plc

Tel: 01235 438016

Results for the Year Ended 31 December 2009

02 Mar

Resilient trading and strong cash generation.

 

2009

2008

 

Revenue (£m) 443.9 470.5
Fee income (£m) 374.4 392.1
Profit before taxation* (£m) 52.5 57.5
Earnings per share* (basic) (p) 17.08 18.92
Operating cash flow (£m) 70.6 67.4
Statutory profit before tax (£m) 48.6 54.8
Statutory earnings per share (basic) (p) 15.78 18.00
Total dividend (p) 4.20 3.66
*Adjusted to add back the amortisation of acquired intangible assets arising on business combinations (including tax effects) (2009: £3.9m; 2008: £2.7m).

Key Points

diversity of skills and geography enabled the Group to produce results in line with expectations

excellent conversion of profit to cash

balance sheet remains strong with year end net bank borrowings at £33m (2008: £29m)

bank facilities of £125m available until 2013

dividend increased 15% for sixteenth consecutive year

Conics, a strategic acquisition in Australia, performing well.

Brook Land, Chairman, commenting on the results, said:

“Given the extremely challenging economic conditions in which we had to operate, the diversity and resilience of our business enabled us to deliver a very respectable set of results for 2009. The skill and determination shown by our staff given the market circumstances in which they and our clients were operating last year cannot be over estimated. They delivered an exceptional performance.

Our clients in the UK and Ireland are likely to remain cautious and cost conscious. However, we are leaders in many of the markets in which we operate and have valuable long term client and project relationships which will continue to underpin our trading. We are more optimistic about prospects in Australia and hopeful about improvements in our Energy business in the second half.

Our strategy of continuing to build a multi-disciplinary RPS on an international basis remains both appropriate and achievable and we anticipate making further progress with this in 2010.

Economic conditions look likely to constrain our growth again this year. However, the Board remains confident that RPS is well positioned, internationally, in markets of fundamental importance to the reshaping of the world economy and will experience another extended period of good growth when conditions allow.”

3 March 2010

ENQUIRIES

 

RPS Group plc

Today: 020 7457 2020

Dr Alan Hearne, Chief Executive

Thereafter: 01235 863206

Gary Young, Finance Director

 
   

College Hill

 

Justine Warren

Tel: 020 7457 2020

Matthew Smallwood

 

RPS is an international consultancy providing independent advice upon: the development of land, property and infrastructure; the exploration and development of oil and gas and other natural resources; the management of the environment and the health and safety of people. We trade in the UK, Ireland, the Netherlands, Australia, the United States, Canada and Asia and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

Introduction

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We are leaders in a range of significant markets from which we are able to secure good returns. However, the economies in which our businesses are located did not grow during 2009 and most contracted significantly. This inevitably caused many of our clients to review their investment programmes, as well as to seek cost savings. Our strong market position, in combination with the focus and experience of our management has, however, enabled us to produce very respectable results in what have been extremely challenging conditions. We are well positioned to benefit as policies to deal with the related issue of energy supply and security and climate change deliver increased public and private sector investment around the world.

Results and Cash Flow

Profit (before tax and amortisation of acquired intangibles) was £52.5 million (2008: £57.5 million). Basic earnings per share (before amortisation) were 17.08 pence (2008: 18.92 pence).

This resilient performance was achieved after taking a charge for redundancy and other reorganisation costs of £3.5 million, (2008: £1.0 million). Economic and financial circumstances affected our trading in the UK. However, these factors also caused sterling to weaken against the currencies in other countries in which we trade. In consequence, and as we have anticipated for some months, we benefitted by £3.7 million from foreign exchange translation of overseas results compared with 2008. Bonus systems within the Group have been largely driven by sharing profit growth; total bonuses paid in respect of 2009 were, in consequence, reduced significantly to £1.6 million (2008: £5.4 million). No bonuses were paid to Group directors.

The conversion of profit into cash continued at a high level; operating cash flow was £70.6 million (2008: £67.4 million). We suffered bad debts during the year in the order of £3.8 million. Our trade debtor and accrued income provisions were increased in 2008 in anticipation of this eventuality. These and other provisions have now been reduced by a similar amount.

Funding and Dividend

Our balance sheet remains strong. We have bank facilities of £125 million available until 2013. The cost of these facilities remains at historically low levels. Net bank borrowings at the year end were £32.8 million (2008: £28.6 million) after funding acquisitions to the value of £44.2 million in the year (2008: £31.2 million). Our cash generation, in conjunction with these facilities, means that we are well positioned to continue to develop the Group.

The Board continues to be confident about the Group’s financial strength and is recommending a final dividend of 2.19 pence per share payable on 27 May 2010 to shareholders on the register on 16 April 2010. The total dividend for the full year will be 4.20 pence, an increase of 15% (2009: 3.66 pence). Our dividend has risen at about this rate for 16 consecutive years.

Acquisitions

The acquisition of Conics in July 2009 represented a significant step forward in the development of RPS’s strategy and our business in Australia. Conics generated revenue of £15.6 million, fees of £14.2 million and made a contribution of £2.6 million during the time it was part of the Group. Our existing strength in Western Australia has been complemented by a business with considerable presence in Queensland and which will also assist us create strong market positions in New South Wales and Victoria. We continue to find our combination of energy and environmental skills is well suited to the Australian market. For example, in Queensland, where Conics is primarily based, the opportunity exists to be at the forefront of the development of coal bed methane, which is likely to be a significant new source of energy in the future.

The main element of the Conics integration is currently underway; our enlarged Australian business is being re-presented to the market with a single brand, at the same time as our Perth businesses are being co-located to a new, purpose built office.

The Australian economy remains strong relative to those of other developed nations around the world and has excellent links with many parts of Asia. Against this background, the combination of our existing businesses with Conics gives us a considerable platform from which to deliver future growth.

The ten acquisitions made in 2008 have been successfully integrated. Interesting new opportunities continue to present themselves. Our strategy of continuing to build a multi-disciplinary RPS on an international basis remains appropriate and achievable and we believe further progress can be made this year.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia and Asia. Projects are undertaken in many other countries including China, India and Brazil. In the UK we are market leaders in the provision of environmental and engineering advice to the offshore wind energy industry.

Trading

 

2009

2008

 

Fee income (£m’s)

149.1

158.0

 

Profit* (£m’s)

27.7

30.5

 

Margin (%)

18.6

19.3

 

*before amortisation of acquired intangible assets of £1.8m (2008: £1.1m) and after
re-organisation costs of £0.3m (2008: £nil)

We continued to benefit from our clients’ investment in major oil and gas exploration and production programmes. National Oil Companies were increasingly active and have become a more important part of our portfolio of clients. Our reputation within the financial community in respect of determination of oil and gas reserves for reporting purposes, asset evaluation and in support of corporate activity continued to develop during the year.

Global investment in exploration and production slowed significantly during the second quarter and remained at a subdued level for the rest of the year. This was apparently in response to continuing uncertainty in economic outlook and short term energy demand, as well as oil price volatility. It had a material impact on our trading, although this was counterbalanced, in part, by the strength of our business which advises our energy clients on environmental matters.

Outlook

Many of the projects in which we are involved are of a long term nature, reflecting the complexity of identifying and securing sources of oil and gas in increasingly challenging environments. This provides a solid underpin for our business. Asset and corporate transactions are also likely to remain a good source of income. New opportunities, for example, in relation to unconventional forms of gas, as well as carbon capture and storage are continuing to develop. Towards the end of the year we saw signs of increased levels of investment being considered by our clients, but it currently appears that market conditions in the first part of 2010 will show little improvement over the later parts of 2009. In consequence, pricing pressure is also likely to be a continuing feature of the commercial landscape. Conditions could improve in the second half.

A number of clients we assisted in 2009 to bid for Round 3 licences from the Crown Estate to develop wind farms off the UK coast have recently learnt they were successful. In consequence, we are well positioned to remain involved at a significant level in this aspect of the development of UK energy capacity. Such projects require multi-disciplinary input and a number of parts of the Group are involved in wind energy projects.

Planning and Development

Within these businesses we provide consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. We remain leaders in this market in the UK, Ireland, Northern Ireland and Western Australia, operating for blue chip clients in both the public and private sectors. The acquisition of Conics gives us a strong presence on the east coast of Australia.

Trading

2009

GB

Ireland

Australia

Total

Fee income+ (£m’s)

64.5

63.5

33.2

160.9

Profit* (£m’s)

10.6

5.0

8.3

23.9

Margin (%)

16.5

7.9

24.9

14.9

2008

GB

Ireland

Australia

Total

Fee income+ (£m’s)

82.0

69.6

15.8

166.9

Profit* (£m’s)

16.7

7.7

5.2

29.5

Margin (%)

20.3

11.1

32.7

17.7

+ fee income total is after intra segment eliminations of £0.3m (2008: £0.5m)
*before amortisation of acquired intangibles assets of £1.7m (2008: £1.1m) and after reorganisationcosts of £2.8m (2008: £1.0m).

The economic downturn began to be felt in these businesses in the last part of 2008. We moved quickly to reduce capacity and costs, a process which continued throughout 2009, although the bulk of the cost reduction was in the first half. Our private sector clients, affected by market uncertainties and a reduced ability to access credit, significantly reduced activity levels and, in consequence, the support needed from consultants. The private sector market remained affected by both these characteristics throughout 2009, although in the second half conditions in Australia began to improve and in Britain began to stabilise.

Our exposure to the public sector in Britain is relatively limited, although we are involved in a number of private sector infrastructure projects and are increasing our involvement in this market, as it seems relatively robust, particularly in relation to energy related projects. Our businesses in both the Republic of Ireland and Northern Ireland depend significantly on public sector projects. The state of public finances in the Republic put pressures on our business, requiring significant cost cutting throughout the year. In Northern Ireland our business progressed well until the effects of UK public finance constraints began to appear in the last part of the year.

Australian government finances remain relatively good; as a result stimulus expenditure was real and beneficial to us. Conics undertakes a significant number of projects for the public sector.

Outlook

As climate change, energy efficiency and other environmental issues grow in importance, the competitive advantage we derive in these markets from our broad range of integrated services should continue to increase. We remain optimistic about our activities in Australia, which will remain underpinned by public and private sector investment in infrastructure, particularly related to energy projects. However, until our private sector clients elsewhere, particularly in Britain, experience less economic uncertainty and have better access to credit, organic growth is likely to be constrained.

The economy in the Republic of Ireland contracted significantly over the last year, but is now showing signs of stabilising. The Government budget in December indicated it still has infrastructure development as a top priority. How this translates into specific expenditure has yet to be seen fully, although the early signs give some encouragement. In the meantime we continue to reduce our cost base and focus even more closely on working capital management. Business in Northern Ireland is exposed to possible expenditure cuts by the UK Government.

However, amidst these difficulties, new opportunities are arising. We have recently been commissioned by the governments of the Republic of Ireland, Northern Ireland and Scotland to examine the feasibility of creating an offshore renewable energy grid in the Irish Sea. This is a reflection of our broad range of skills and strong market position in all three countries.

Environmental Management

This business provides consultancy services in respect of health, safety, risk and water management in the UK and the Netherlands. The results in 2009 were excellent, given the economic circumstances in which we were operating.

Trading

Total

2009

2008

 

Fee income (£m’s)

67.1

70.3

 

Underlying profit* (£m’s)

10.0

9.0

 

Margin (%)

14.9

12.8

 

*before amortisation of acquired intangible assets of £0.3m (2008: £0.6m) and after
reorganisation costs of £0.4m (2008: nil)

Our business in the Netherlands has continued to trade successfully. The Dutch economy suffered a serious recession, but we were well positioned to benefit from increased Government expenditure related to water and transport infrastructure. Our health and safety activities in the UK are largely in regulated markets; this protects volume to a degree, but we came under pricing pressure. As expected, our UK water activities became subdued in the second half as the attention and activity of our clients shifted to the new investment cycle which begins in April 2010. Our nuclear safety activities continued to trade well, as demand held up in a highly regulated market, short of the specialist skills we provide.

Outlook

Much of the work we do in these markets is regulatory driven and to a degree non-discretionary enabling us to maintain our levels of activity, although we expect pricing pressure to continue. We are well positioned in relation to the new round of investment in the UK water industry which begins in April, although until the current round of contract negotiations is complete we will not know our exact position.

Group Prospects

We have come through the exceptionally challenging circumstances of last year in good shape. However, the economies of the UK and Ireland remain fragile; even if growth returns in 2010 it seems likely, at best, to be modest. Against such a background our clients are likely to remain cautious and cost conscious. We remain focussed, therefore, on continuing to improve the efficiency of our businesses.

The Australian economy and public finances are in much better shape, probably leading the developed world. We anticipate our Australian businesses will benefit from this and are looking at further investments to take advantage of our market leading position. Prospects in the Dutch public sector are also reasonably encouraging as sound public finances enable continued investment in the type of projects with which we can become involved. The prospects for our private sector clients in the Netherlands are less clear.

The contraction in oil and gas exploration and production investment by many of our clients in 2009 was in stark contrast to the strong growth of previous years. Only modest growth in investment seems likely in 2010, although our increased exposure to National Oil Companies and high profile areas such as Australia, the Gulf of Mexico, Brazil and Iraq, may magnify the consequent benefit of that. It seems likely that the pricing pressure we experienced in the second half of 2009 will continue until volumes increase significantly. Our businesses in North America are currently operating largely in the oil and gas market. We see opportunities as these economies recover to make progress with our strategy of broadening the base of our activities.

Our profits in the first decade of the 21st Century grew almost eight fold, from £6.65 million to £52.5 million. Although the economic crisis stalled our growth last year and looks likely to constrain growth this year as well, the Board remains confident that RPS is well positioned, internationally, in markets of fundamental importance to the reshaping of the world economy and will experience another extended period of good growth when conditions allow.

Board of Directors

RPS Group plc

3 March 2010

Consolidated income statement

           
   

Notes

year ended 31

December

 

year ended 31

December

     

2009

 

2008

     

£000’s

 

£000’s

           
 

Revenue

2

443,909

 

470,465

 

Recharged expenses

2

(69,558)

 

(78,369)

 

Fee income

2

374,351

 

392,096

           
 

Operating profit

2

51,448

 

58,862

           
 

Finance costs

3

(3,113)

 

(4,424)

 

Finance income

3

268

 

384

           
 

Profit before tax and amortisation of acquired intangibles

 

52,472

 

57,512

 

Amortisation of acquired intangibles

 

(3,869)

 

(2,690)

           
 

Profit before tax

 

48,603

 

54,822

           
 

Tax expense

4

(14,997)

 

(16,933)

 

Profit for the year attributable to equity

holders of the parent

 

33,606

 

37,889

           
           
 

Basic earnings per share (pence)

5

15.78

 

18.00

           
 

Diluted earnings per share (pence)

5

15.59

 

17.75

           
 

Basic earnings per share before amortisation of acquired intangibles (pence)

5

17.08

 

18.92

 

Diluted earnings per share before amortisation of acquired intangibles (pence)

5

16.87

 

18.66

 

Consolidated statement of comprehensive income

   
   

year ended 31

December

 

year ended 31

December

   

2009

 

2008

   

£000’s

 

£000’s

     

Profit for the year

33,606

 

37,889

Other comprehensive income

     

Exchange differences

(3,804)

 

23,811

Tax recognised directly in equity

188

 

(573)

Total recognised comprehensive income for the year attributable to equity holders of the parent

29,990

 

61,127

Consolidated balance sheet

   

as at

31 December

 

as at

31 December

     

2009

 

2008

   

Notes

£000’s

 

£000’s

Assets

       
 

Non-current assets

       
 

Intangible assets

 

293,943

 

264,733

 

Property, plant and equipment

 

28,226

 

24,575

 

Investments

 

204

 

-

 

 

322,373

 

289,308

 

Current assets

       
 

Trade and other receivables

 

139,247

 

157,607

 

Cash at bank

7

13,691

 

17,088

 

 

152,938

 

174,695

Liabilities

       

Current liabilities

       

Borrowings

 

1,802

 

456

Deferred consideration

 

15,652

 

16,585

Trade and other payables

 

68,678

 

87,868

Corporation tax liabilities

 

6,135

 

2,688

Provisions

 

1,324

 

1,417

   

93,591

 

109,014

Net current assets

 

59,347

 

65,681

Non-current liabilities

       

Borrowings

 

44,652

 

45,187

Deferred consideration

 

9,289

 

11,463

Other creditors

 

1,301

 

417

Deferred tax liability

 

9,791

 

6,746

Provisions

 

3,219

 

3,569

 

 

68,252

 

67,382

Net assets

 

313,468

 

287,607

         
 

Equity

       
 

Share capital

 

6,457

 

6,399

 

Share premium

 

98,238

 

95,531

 

Other reserves

6

39,519

 

43,551

 

Retained earnings

 

169,254

 

142,126

 

Total shareholders’ equity

 

313,468

 

287,607

Consolidated cash flow statement

 
         
     

year

ended 31

December

year

ended 31

December

 

 

Notes

2009

£000’s

2008

£000’s

       

Cash generated from operations

7

70,583

67,386

Interest paid

 

(3,839)

(3,770)

Interest received

 

268

384

Income taxes paid

 

(12,550)

(15,574)

Net cash from operating activities

 

54,462

48,426

       

Cash flows from investing activities

     

Purchases of subsidiaries net of cash acquired

 

(20,616)

(22,332)

Deferred consideration

 

(15,075)

(8,854)

Purchase of property, plant and equipment

 

(4,061)

(5,935)

Sale of property, plant and equipment

 

86

1,094

Net cash used in investing activities

 

(39,666)

(36,027)

       

Cash flows from financing activities

     

Proceeds from issue of share capital

 

381

464

Repayments of bank borrowings

 

(9,023)

(2,174)

Payment of finance lease liabilities

 

(599)

(117)

Dividends paid  

(8,410)

(7,211)

Payment of pre-acquisition dividend

 

(1,511)

(1,471)

Net cash used in financing activities

 

(19,162)

(10,509)

       

Net (decrease)/ increase in cash and cash equivalents

 

(4,366)

1,890

       

Cash and cash equivalents at beginning of year

 

16,707

10,884

Effect of exchange rate fluctuations

 

1,350

3,933

       

Cash and cash equivalents at end of year

13,691

16,707

       
       

Cash and cash equivalents comprise:

     

Cash at bank

 

13,691

17,088

Bank overdraft

 

-

(381)

       

Cash and cash equivalents at end of year

 

13,691

16,707

       

Consolidated statement of changes in equity

           
 

Share

Capital

Share

premium

Retained

earnings

Other

reserves

Total

equity

 

£000’s

£000’s

£000’s

£000’s

£000’s

           

As 1 January 2008

6,319

93,225

110,474

17,516

227,534

Changes in equity during 2008

         

Total comprehensive income

-

-

37,316

23,811

61,127

Issue of new ordinary shares

80

2,306

(1,247)

2,224

3,363

Share based payment expense

-

-

2,794

-

2,794

Dividends

-

-

(7,211)

-

(7,211)

At 31 December 2008

6,399

95,531

142,126

43,551

287,607

           

Changes in equity during 2009

         

Total comprehensive income

-

-

33,794

(3,804)

29,990

Issue of new ordinary shares

58

2,707

(1,536)

(228)

1,001

Share based payment expense

-

-

3,280

-

3,280

Dividends

-

-

(8,410)

-

(8,410)

At 31 December 2009

6,457

98,238

169,254

39,519

313,468

Notes to the results

1. Basis of preparation

The financial information attached has been extracted from the audited financial statements for the year ended 31st December 2009 and has been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

The IASB has issued the following revised and updated standards that are applicable to the Group and that resulted in changes in presentation for this accounting period.

IAS 1 (revised) updates the presentation of the key statements of performance and position for the Group.

IFRS 8 introduces new requirements for segmental reporting and also introduces additional disclosure and reconciliation requirements.

In addition, the IASB has updated IFRS 7 “Financial instruments: disclosures” and issued a variety of IFRIC amendments. The only impact on the Group’s reporting is in respect of disclosure.

Otherwise, the accounting policies used are the same as set out in detail in the Report and Accounts 2008. The accounting policies used have been applied consistently to all periods presented in these financial statements.

2. Business segments

As announced on 4 February 2010, the Group has revised its business segments as follows:

Planning and Development – consultancy services in GB, Ireland (comprising the Republic of Ireland and Northern Ireland) and Australia related to town and country planning, urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management – consultancy services in the UK and the Netherlands, related to environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy – the provision of a wide range of consultancy services including those relating to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the year ended 31 December 2009

£’000

Fees

Recharged expenses

Inter-segment revenue

External revenue

Planning & Development

       

GB

64,511

8,090

(1,272)

71,329

Ireland

63,496

18,747

(167)

82,076

Australia

33,235

8,648

(544)

41,339

Intra P&D eliminations

(300)

(27)

327

-

Total Planning & Development

160,942

35,458

(1,656)

194,744

Energy

149,057

24,616

(601)

173,072

Environmental Management

67,106

9,771

(784)

76,093

Group eliminations

(2,754)

(287)

3,041

-

Consolidated Total

374,351

69,558

-

443,909

£’000

Underlying profit

Reorganisation costs

Amortisation of acquired intangibles

Segment

result

Planning & Development

       

GB

12,387

(1,770)

(887)

9,730

Ireland

5,990

(985)

-

5,005

Australia

8,287

(21)

(855)

7,411

Total Planning & Development

26,664

(2,776)

(1,742)

22,146

Energy

27,979

(306)

(1,793)

25,880

Environmental Management

10,349

(371)

(334)

9,644

Total

64,992

(3,453)

(3,869)

57,670

 

£’000

Revenue

443,909

Recharged expenses

(69,558)

Fees

374,351

   

Underlying profit

64,992

Reorganisation costs

(3,453)

Unallocated expenses

(6,222)

Operating profit before amortisation

55,317

Amortisation

(3,869)

Operating profit

51,448

   

Finance costs

(2,845)

   

Profit before tax

48,603

Segment results for the year ended 31 December 2008

£’000

Fees

Recharged expenses

Inter-segment revenue

External revenue

Planning & Development

       

GB

81,962

13,274

(1,692)

93,544

Ireland

69,569

23,111

(299)

92,381

Australia

15,840

7,069

(113)

22,796

Intra P&D eliminations

(521)

-

521

-

Total Planning & Development

166,850

43,454

(1,583)

208,721

Energy

157,990

24,334

(443)

181,881

Environmental Management

70,260

10,581

(978)

79,863

Group eliminations

(3,004)

-

3,004

-

Consolidated Total

392,096

78,369

-

470,465

£’000

Underlying profit

Reorganisation costs

Amortisation of acquired intangibles

Segment

result

Planning & Development

       

GB

17,672

(1,013)

(844)

15,815

Ireland

7,699

-

-

7,699

Australia

5,183

-

(213)

4,970

Total Planning & Development

30,554

(1,013)

(1,057)

28,484

Energy

30,463

-

(1,069)

29,394

Environmental Management

8,982

-

(564)

8,418

Total

69,999

(1,013)

(2,690)

66,296

 

2008

£’000

Revenue

470,465

Recharged expenses

(78,369)

Fees

392,096

   

Underlying profit

69,999

Reorganisation costs

(1,013)

Unallocated expenses

(7,434)

Operating profit before amortisation

61,552

Amortisation

(2,690)

Operating profit

58,862

   

Finance costs

(4,040)

   

Profit before tax

54,822

Geographical analysis

Revenue

Fees

£’000

2009

2008

2009

2008

Great Britain

209,970

246,075

180,509

211,434

Ireland

82,076

92,381

63,327

69,274

Australia

70,590

51,975

60,340

42,913

USA

32,762

31,352

29,745

26,286

Netherlands

28,947

27,087

24,268

23,283

Canada

18,003

20,504

14,601

17,815

Other

1,561

1,091

1,561

1,091

Total

443,909

470,465

374,351

392,096

The table shows revenue and fees to external customers based upon the location from which billing took place.

3. Net financing costs

£000’s

year ended

31 Dec

2009

 

year ended

31 Dec

2008

Finance costs

     

Interest on loans, overdraft and finance leases

(1,975)

 

(3,121)

Interest imputed on deferred consideration

(428)

 

(793)

Interest payable on deferred consideration

(710)

 

(510)

 

(3,113)

 

(4,424)

Finance income

     

Deposit interest receivable

268

 

384

       

Net financing costs

(2,845)

 

(4,040)

       
4.Income taxes

£000’s

 

year ended

31 Dec

2009

 

year ended

31 Dec

2008

Current tax

     

UK corporation tax

 

8,377

 

7,046

Foreign tax

 

7,441

 

7,465

   

15,818

 

14,511

       

Deferred tax (income)/expense

(821)

 

2,422

       

Tax expense for the year

14,997

 

16,933

           

Analysis of charges/(credit) to equity

   
     

Current tax on share based payments

(40)

(398)

Deferred tax on share based payments

(148)

971

Tax expense in equity for the year

(188)

573

     

The charge for the year can be reconciled to the profits for the

income statement as follows

   

£000’s

2009

2008

Profit before tax

48,603

54,822

Tax at the UK effective rate of 28% (2008: 28.5%)

13,609

15,624

Expenses not deductible for tax purposes

439

924

Overseas tax rates

894

424

Prior year adjustments

55

(39)

 

14,997

16,933

     
     
     
5. Earnings per share

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

 

year ended 31

Dec

 

year ended 31

Dec

£000’s

2009

 

2008

       

Profit attributable to ordinary shareholders

33,606

 

37,889

       

000’s

     

Weighted average number of ordinary shares

212,943

 

210,546

Dilutive shares to be issued as deferred consideration

286

 

886

Diluted effect of employee shares schemes

2,347

 

2,049

Diluted weighted average number of ordinary shares

215,576

 

213,481

       

Basic earning per share (pence)

15.78

 

18.00

Diluted earnings per share (pence)

15.59

 

17.75

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculations were based on the weighted average number of ordinary shares outstanding during the year as shown above and the profit attributable to ordinary shareholders before the amortisation of acquired intangible assets and the tax thereon as shown below:

£000’s

year ended

31 Dec

2009

 

year ended

31 Dec

2008

       

Profit attributable to ordinary shareholders

33,606

 

37,889

Amortisation of acquired intangibles

3,869

 

2,690

Tax on amortisation of acquired intangibles

(1,106)

 

(752)

Adjusted profit attributable to ordinary shareholders

36,369

 

39,827

       

Basic earnings before per share before amortisation (pence)

17.08

 

18.92

Diluted earnings per share before amortisation (pence)

16.87

 

18.66

6. Other reserves

£000’s

Merger reserve

Employee trust shares

Shares to be issued

Translation reserve

Total other reserves

           

At 1 January 2008

16,993

(2,943)

222

3,244

17,516

Changes in equity during 2008

         

Exchange differences

-

-

-

23,811

23,811

Issue of new shares

3,086

(640)

(222)

-

2,224

At 31 December 2008

20,079

(3,583)

-

27,055

43,551

           

Changes in equity during 2009

         

Exchange differences

-

-

-

(3,804)

(3,804)

Issue of new shares

608

(836)

-

-

(228)

At 31 December 2009

20,687

(4,419)

-

23,251

39,519

7. Notes to the consolidated cash flow statement

 

year ended

31 Dec

 

year ended

31 Dec

£000’s

2009

 

2008

       

Profit before tax

48,603

 

54,822

Adjustments for:

     

Interest payable and similar charges

3,113

 

4,424

Interest receivable

(268)

 

(384)

Depreciation

6,868

 

6,112

Amortisation of acquired intangibles

3,869

 

2,690

Share based payment expense

3,280

 

2,794

Loss/(Profit) on sale of property, plant and equipment

152

 

(179)

Share of profit of associates

(78)

 

-

Decrease/(Increase) in trade and other receivables

31,223

 

(8,175)

(Decrease)/Increase in trade and other payables

(26,179)

 

5,282

       

Cash generated from operations

70,583

 

67,386

The table below provides an analysis of net borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2009.

£000’s

At 31 Dec 2008

Acquisitions

Cash flow

Foreign exchange

At 31 Dec 2009

           

Cash and cash equivalents

16,707

-

(4,366)

1,350

13,691

Bank loans

(45,174)

(4,007)

9,023

(1,791)

(41,949)

Finance lease creditor

(88)

(4,519)

599

(497)

(4,505)

           

Net borrowings

(28,555)

(8,526)

5,256

(938)

(32,763)

8. The financial information set out above does not constitute the company’s full statutory accounts for the year ended 31 December 2009 for the purposes of section 435 of the Companies Act 2006, but it is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. Statutory accounts for 2008 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor’s report did not contain statements under the Companies Act 1985, S237 (2) or (3).

9. This announcement has been posted on the Company’s website at www.rpsgroup.com. It is expected that the annual report and accounts will be posted to shareholders on or before 30 March 2010 and a copy will be posted on the Company’s website at that time. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, Centurion Court, 85 Milton Park, Abingdon, Oxfordshire OX14 4RY.

10. The Group has a well-established and embedded system of internal control and risk management that is designed to safeguard shareholders’ investment as well as the Group’s personnel, assets and reputation. The principal risks and uncertainties for the Group that will be referred to in the Group’s Annual Report and Accounts are substantially unchanged from the prior year. These risks relate to failure to deliver long term strategy, an adverse occurrence preventing the business from operating, performance falling short of expectations including the reputational risk linked to quality of work, failure to comply with legislation or regulation and risks related to health, safety and the environment. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed.

Responsibility Statement of the Directors

The Directors confirm that to the best of their knowledge:

the financial statements, prepared in accordance with the International Financial Reporting standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

the ‘Business Review’ includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, and that the ‘Risk Management’ report includes a description of the principal risks and uncertainties that the Group faces.

Forward looking statements

This announcement contains certain forward looking statements with respect to the financial condition, results of operations and businesses of RPS. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that may 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.

SIP Announcement

02 Mar

On 26 Feb 2010 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:-

 

Purchase of Shares on
26 Feb 2010 £1.81 per share

Allotment of Matching Shares on
26 Feb 2010 £1.81 per share

Total number of Partnership, Matching and Dividend shares held on 26 Feb 2010

Gary
Young
69 69 8,336
Philip
Williams
69 69 3,025
Alan
Hearne
69 69 5,274

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.

Voting Rights and Capital

26 Feb

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 215,412,037 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (145,216) from those announced on 29 January 2010 relate to the employee Share Incentive Plan scheme, the Performance Share Plan scheme and the Company’s Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 215,412,037.

The above figure (215,412,037) 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 FSA's Disclosure and Transparency Rules.

26 February 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020

SIP Announcement

01 Feb

On 29 Jan 2010 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:-

 

Purchase of Shares on
29 Jan 2010 £2.0375 per share

Allotment of Matching Shares on
29 Jan 2010 £2.0375 per share

Total number of Partnership, Matching and Dividend shares held on 29 Jan 2010

Gary
Young
61 61 8,198
Philip
Williams
61 61 2,887
Alan
Hearne
61 61 5,136

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.

Voting Rights and Capital

29 Jan

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:

RPS Group plc's capital consists of 215,266,821 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (21,548) from those announced on 23 December 2009 relate to the employee Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 215,266,821.

The above figure (215,266,821) 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 FSA's Disclosure and Transparency Rules.

29 January 2010

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

 

College Hill
Justine Warren
Tel: 020 7457 2020