Archived Announcements

Voting Rights and Capital

21 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 219,379,662 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (46,516) from those announced on 30 December 2012 relate to the Company’s Share Incentive Plan and Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,379,662.

The above figure (219,379,662) 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.

21 December 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

TR-1: Notification of Major Interest in Shares

12 Dec


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

RPS GROUP

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

An acquisition or disposal of voting rights: (Yes)

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

An event changing the breakdown of voting rights: N/A

Other (please specify):N/A

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

Kames Capital

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

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

07 December 2012

6. Date on which issuer notified:

11 December 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
GB0007594764 11,018,984 11,018,984

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
    Direct Indirect Direct Indirect
GB0007594764 8,451,295 8,451,295 2,433,067 3.85 1.11

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right
         

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
          Nominal Delta
   

Total (A+B+C)


Number of voting rights 10,884,362
Percentage of voting rights 4.96%

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

Kames Capital:-
Kames Capital plc
Kames Capital Management Ltd
Kames Capital ICVC
Kames Capital VCIC

Proxy Voting:

10. Name of the proxy holder:

Kames Capital

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

N/A

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

N/A

13. Additional information:

 

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Wendy Dunsmore

15. Contact telephone number:

0131 579 3706


TR-1: Notification of Major Interest in Shares

07 Dec


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

An event changing the breakdown of voting rights: N/A

Other (please specify):N/A

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

Aberforth Partners LLP

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

1. Aberforth Smaller Companies Trust PLC - 7,693,
2. Aberforth UK Small Companies Fund - 1,392,146
3. Aberforth Geared Income Trust PLC - 2,062,400

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

06 December 2012

6. Date on which issuer notified:

07 December 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
Ordinary 10,808,506 10,806,506

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
    Direct Indirect Direct Indirect
Ordinary 11,048,106 N/A 11,048,106 N/A 5.04

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right
         

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
          Nominal Delta
   

Total (A+B+C)


Number of voting rights 11,048,106
Percentage of voting rights 5.04%

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

Held by Aberforth Partners LLP

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

 

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Pauline Robson, Aberforth Partners LLP

15. Contact telephone number:

0131 220 0733


SIP Announcement

06 Dec


On 05 December 2012 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 5 December 2012 £2.525 per share

Allotment of Matching Shares 5 December 2012 ££2.525 per share

Total number of Partnership, Matching and Dividend shares held on 5 December 2012

Gary
Young
59 59 13,064
Philip
Williams
59 59 7,341
Alan
Hearne
59 59 9,765

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

03 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 219,333,146 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (84,378) from those announced on 31 October 2012 relate to the Company’s Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc is 219,333,146.

The above figure (219,333,146) 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 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

29 Nov


On 28 November 2012 as a result of the purchase 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 Dividend Shares on 27 November 2012 2.125 per share

Total number of Partnership, Matching and Dividend shares held on 27 November 2012

Gary
Young
181 12,946
Philip
Williams
99 7,223
Alan
Hearne
134 9,647

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.

Interim Management Statement

07 Nov

Trading on track to meet full year expectations. Cash flow good; balance sheet strong.

We remain on track to meet current market expectations for the full year. Group results for the first nine months were, as expected, well ahead of the same period in 2011. We continue to secure over two thirds of our fee income from the energy and energy infrastructure markets in which we have an excellent international profile and which remain generally buoyant.

Energy

As anticipated, this business continued to make strong progress in the second half, as a result of increasing investment by our clients in oil and gas E&P, as well as our high profile market presence. We benefitted from good levels of demand in many parts of the world, as well as for our independent advice in respect of transactions and asset valuations. Activity in the training business also continued at encouraging levels.

Our management team continues to deal with ongoing salary and fee rate pressures well; as a result our good margins have been sustained.

Prospects remain encouraging. Our activities are supported by the strong level of global E&P spend and assisted by the current high oil price. The US unconventional gas market remains subdued, although the liquids market has been good. Globally the unconventionals market continues to experience significant expansion. The high profile we have in a broad range of markets, combined with our geographical diversity, enables us to continue to take advantage of these favourable circumstances.

Built and Natural Environment

Australia Asia Pacific: results for 2012 continue to run well ahead of 2011. There has, however, been a change in client sentiment in the second half in respect of investment in the infrastructure necessary to deliver energy and mining projects. This resulted from a combination of lower levels of Asian demand for resources, escalating project costs and a trimming of growth in the economy. The consequent delay and postponement of some projects slowed our rate of growth in the third quarter. As this is continuing we are taking steps to improve the efficiency of this business, enabling us to remain well positioned in an industry which has excellent medium and long term prospects. As reported previously, we completed the acquisition of Manidis Roberts Pty Ltd in July. The integration of this business with our existing activities in New South Wales and Queensland is progressing well, with offices having already been merged in Sydney and imminently in Brisbane.

Europe: performance in the first nine months was also ahead of that experienced in 2011. Our businesses which assist clients to comply with environmental regulation continued to perform well, in markets which remain competitive and despite a reduction in spend from some of our UK water company clients. Continuing concerns about the economic outlook caused client commissioning in the private development sector to reduce in the summer months. There have only been limited signs of recovery since. Energy infrastructure projects remain important to the business, although the full potential of this market can only be realised once UK Energy policy is clarified.

Debt and Funding

Our conversion of profit into cash was again good and the Group balance sheet remains strong. Net bank debt at the end of September was £22.6 million (30 June 2012: £20.5 million), after investing £15.1 million during the quarter in the initial payment for Manidis Roberts and deferred consideration for prior acquisitions. Our revolving credit facility with Lloyds Banking Group was renewed in July; the new arrangement remains in place until July 2016. It comprises a £75 million committed facility, with an additional £50 million, available as required.

Brook Land, chairman, commented:

"RPS remains in a strong position financially and operationally. Our strategy of developing our activities in energy and energy infrastructure markets, which have been less affected by economic uncertainty, continues to be successful. As a result, the Group remains on course to meet market expectations for the full year."

7 November 2012

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 United States, Canada 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.

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

 


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 inevitable increases the risks to which the Group is exposed. Statements in respect of the Group’s performance in 2012 in the year to date are based upon unaudited management accounts for the period January to September 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £57.9 to £60.3 million. Nothing in this announcement should be construed as a profit forecast.

TR-1: Notification of Major Interest in Shares

07 Nov


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

Other (please specify): (No)

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

Aberforth Partners LLP

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

1, Aberforth Smaller Companies Trust plc 7,412,160
2. Aberforth UK Small Companies Fund 1,371
3. Aberforth Geard Income Trust plc 2,022,600

All shares are registered in the name of Nortrust Nominees Ltd A/c Aberforth

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

5th November 2012

6. Date on which issuer notified:

6th November 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
Ordinary
GB0007594764
11,924,868 11,924,868

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction

Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
    Direct Indirect Direct Indirect
  10,806,506 N/A 10,806,506 N/A 4.93

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right

N/A

N/A N/A N/A N/A

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
Contract for
Difference
N/A N/A N/A N/A Nominal Delta
N/A N/A

Total (A+B+C)

Number of voting rights 10,806,506
Percentage of voting rights 4.93

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

Held by Aberforth Partners LLP

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Pauline Robson, Aberforth Partners LLP

15. Contact telephone number:

0131 220 0733


SIP Announcement

06 Nov


On 01 November 2012 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 2012 £2.32 per share Allotment of Matching Shares 01 November 2012 £2.32 per share Total number of Partnership, Matching and Dividend shares held on 01 November 2012
Gary
Young
54 54 12,765
Philip
Williams
54 54 7,124
Alan
Hearne
54 54 9,513

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.

TR-1: Notification of Major Interest in Shares

06 Nov


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

Other (please specify): (No)

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

Legal & General Group Plc (L&G)

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

N/A

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

31st October 2012

6. Date on which issuer notified:

1st November 2012

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

L&G (Below 3%)

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
Ordinary 3p 6,813,312
(As on 11/06/2012)

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
 
Below 3%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right

N/A

N/A N/A N/A N/A

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
Contract for
Difference
N/A N/A N/A N/A Nominal Delta
N/A N/A

Total (A+B+C)


Number of voting rights
Below 3%
Percentage of voting rights

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

Legal & General Group Plc (Direct and Indirect) (Group)
Legal & General Investment Management (Holdings) Limited (LGIMH) (Direct and Indirect)
Legal & General Investment Management Limited (Indirect) (LGIM)

Legal & General Group Plc (Direct) (L&G) (Below 3% = LGAS, LGPL & PMC):

Legal & General Investment Management (Holdings) Limited (Direct) (LGIMHD)
Legal & General Holdings Limited (Direct) (LGIH)
Legal & General Assurance (Pensions Management) Limited (PMC)
Legal & General Assurance Society Limited (LGAS & LGPL)
Legal & General Pensions Limited (Direct) (LGPL)

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

Notification using the total voting rights figure of 219,248,768

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Angela Hayter (LGIM)

15. Contact telephone number:

020 3124 3851


Voting Rights and Capital

06 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 219,248,768 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (54,608) from those announced on 28 September 2012 relate to the Company’s Share Incentive Plan and Executive Share Option scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,248,768.

The above figure (219,248,768) 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 October 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

04 Oct


On 03 October 2012 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 2 October 2012 £2.525 per share

Allotment of Matching Shares 2 October 2012 ££2.525 per share

Total number of Partnership, Matching and Dividend shares held on 2 October 2012

Gary
Young
49 49 12,657
Philip
Williams
49 49 7,016
Alan
Hearne
49 49 9,405

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

28 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 219,194,160 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (53,923) from those announced on 31 August 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,194,160.

The above figure (219,194,160) 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.

28 September 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

06 Sep


On 05 Septmerber 2012 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 05 September 2012 £2.448 per share

Allotment of Matching Shares 05 September 2012 £2.448 per share

Total number of Partnership, Matching and Dividend shares held on 05 September 2012

Gary
Young
52 52 12,559
Philip
Williams
52 52 6,918
Alan
Hearne
52 52 9,307

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 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 219,140,237 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (39,158) from those announced on 31 July 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,140,237.

The above figure (219,140,237) 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 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

06 Aug


On 03 August 2012 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 2012 £2.388 per share Allotment of Matching Shares 03 August 2012 £2.388 per share Total number of Partnership, Matching and Dividend shares held on 03 August 2012
Gary
Young
52 52 12,455
Philip
Williams
52 52 6,814
Alan
Hearne
52 52 9,203

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.

Interim Results for the six months ended 30 June 2012

02 Aug

Interim Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group’s financial position remains strong; interim dividend again increased 15%.

  2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
 
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

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

“The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe.”

“July 2012 marked the 25th anniversary of RPS’s introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990’s and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group’s business model should enable us to produce another period of good growth”.

2 August 2012

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

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 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.

Results

The Group’s results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011  
  H1 H1  
Energy 19.1 14.3 +33%
 
Built and Natural Environment 15.7 12.6 +25%
 
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group’s excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group’s financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. (“MR”). This significantly increases the strength of our business in Australia, particularly in New South Wales (“NSW”).

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

  2012 2011  
  H1 H1  
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7  

*before amortisation of acquired intangibles and transaction related costs.

Our clients’ investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year’s political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment (“BNE”)

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

  2012 2011  
  H1 H1  
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8  

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

  2012 2011  
  H1 H1  
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9  

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients’ operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a “like for like” basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

  2012 2011  
  H1 H1  
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3  

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group’s 2011 Results, our auditor at the time indicated that it did not agree with the Group’s interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group’s 2011 Results, our auditor at the time indicated that it did not agree with the Group’s interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors

RPS Group plc
2 August 2012

Condensed consolidated income statement

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s   2012 2011 2011
 
 
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
 
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
 
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
 
Operating profit   20,820 20,307 42,684
 
Finance costs   (1,059) (1,365) (2,541)
Finance income   95 170 308
 
Profit before tax, amortisation of acquired intangibles and transaction related costs   30,017 22,481 50,812
 
 
Profit before tax   19,856 19,112 40,451
 
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent   12,322 13,593 29,111
 
 
Basic earnings per share (pence) 6 5.68 6.31 13.49
 
Diluted earnings per share (pence) 6 5.65 6.26 13.40
 
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
 
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

Condensed consolidated statement of comprehensive income

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2012 2011 2011
 
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
 
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

Condensed consolidated balance sheet

 
  As at 30 June As at 30 June As at 31 December
£000’s Notes 2012 2011 2011
 
Assets        
Non-current assets        
Intangible assets   320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments   - 41 41
    350,836 360,947 359,223
Current assets        
Trade and other receivables   172,678 169,882 171,751
Cash at bank   17,909 17,855 25,989
    190,587 187,737 197,740
Liabilities        
Current liabilities        
Borrowings   1,554 2,973 2,959
Deferred consideration   8,427 8,635 10,327
Trade and other payables   103,891 99,518 109,496
Corporation tax liabilities   3,883 2,785 3,331
Provisions   4,315 2,612 3,903
    122,070 116,523 130,016
Net current assets   68,517 71,214 67,724
Non-current liabilities        
Borrowings   36,822 50,690 46,554
Deferred consideration   - 3,872 -
Other creditors   1,784 1,247 1,665
Deferred tax liabilities   10,053 14,586 11,594
Provisions   2,089 2,998 2,684
    50,748 73,393 62,497
Net assets   368,605 358,768 364,450
 
Equity        
Share capital   9 6,571 6,530 6,544
Share premium   105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings   217,263 200,164 210,890
Total shareholders’ equity   368,605 358,768 364,450

Condensed consolidated cash flow statement
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2012 2011* 2011*
 
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration   (6,214) (2,281) (3,743)
Cash generated from operations   24,971 25,397 67,310
Interest paid   (908) (1,143) (2,373)
Interest received   95 170 308
Income taxes paid   (9,910) (6,764) (12,781)
Net cash from operating activities   14,248 17,660 52,464
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   - (11,202) (17,090)
Deferred consideration   (165) (830) (5,084)
Purchase of property, plant and equipment   (4,661) (3,812) (9,024)
Sale of property, plant and equipment   150 109 362
Dividends received   - 256 256
Net cash used in investing activities   (4,676) (15,479) (30,580)
 
Cash flows from financing activities        
Proceeds from issue of share capital   190 102 179
Purchase of own shares   (400) (356) (356)
Proceeds from/(repayments of) bank borrowings   (9,050) 7,005 2,222
Payment of finance lease liabilities   (579) (689) (1,410)
Dividends paid   (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend   - - (402)
Net cash used in financing activities   (16,164) 602 (11,000)
 
Net (decrease)/increase in cash and cash equivalents   (6,592) 2,783 10,884
 
Cash and cash equivalents at beginning of period   24,458 13,933 13,933
 
Effect of exchange rate fluctuations   (414) (185) (359)
 
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
 
 
Cash and cash equivalents comprise:        
Cash at bank   17,909 17,855 25,989
Bank overdraft   (457) (1,324) (1,531)
 
Cash and cash equivalents at end of period   17,452 16,531 24,458

* see note 1

Condensed consolidated statement of changes in equity

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
Changes in equity during 2012          
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
 
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
 
Changes in equity during 2011          
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
 
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

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 2012 comprise the Company and its subsidiaries (together referred to as the “Group”).

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company’s auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor’s report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

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

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

Restatement

As reported in the Group’s Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group’s interpretation of IFRS 3 “Business Combinations” in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within “amortisation of acquired intangibles and transaction related costs” and a corresponding accrual has been recognised in the balance sheet under “deferred consideration”.

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

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 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

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

3. Business segments

Segment information is presented in respect of the Group’s business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. 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.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment (“BNE”) - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific (“AAP”).

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000’s Fees Recharged Expenses Intersegment revenue External Revenue
 
Built and Natural Environment        
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

£000’s Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
 
Built and Natural Environment          
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000’s Fees Recharged expenses Intersegment revenue External revenue
 
Built and Natural Environment:        
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

£000’s Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
 
Built and Natural Environment          
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000’s Fees Recharged expenses Intersegment revenue External revenue
 
Built and Natural Environment:        
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

£000’s Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
 
Built and Natural Environment          
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000’s 30 June 2012 30 June 2011 31 Dec 2011
 
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
 
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:
 
£000’s 30 June 2012 31 December 2011
 
Build and Natural Environment    
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

  30 June 2012 30 June 2011 31 December 2011
 
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on “amortisation of acquired intangibles and transaction related costs” 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. 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 2012 2011 2011
 
Profit attributable to ordinary shareholders 12,322 13,593 29,111
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
 
Basic earning per share (pence) 5.68 6.31 13.49
 
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share 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 of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000’s Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
 
 
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
 
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
 
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
 
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

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

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000’s Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
  15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

  2012 Number 000’s 2012 £000’s 2011 Number 000’s 2011 £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 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
Changes in equity during 2012      
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
 
Changes in equity during 2011        
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

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

£000’s Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
 
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
  6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

  Six months ended 30 June Six months ended 30 June Year ended 31 Dec
£000’s 2012 2011 2011
 
Operating profit 20,820 20,307 42,684
Adjustments for:      
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
  36,003 28,276 62,688
 
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
 
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

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 2012.

£000’s At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
 
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
 
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group’s web-site at www.rpsgroup.com) and are summarised as follows:

Economic environment

Material adverse events

Recruitment and retention of key personnel

Market position and reputation

Compliance and litigation

Business acquisitions

Funding

Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

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.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group’s performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. 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 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

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

Directors’ Responsibilities

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

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

Our Responsibility

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

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making 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 2012 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.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

Voting Rights and Capital

31 Jul


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

RPS Group plc's capital consists of 219,101,079 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (52,744) from those announced on 29 June 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,101,079.

The above figure (219,101,079) 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 July 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Acquisition of Manidis Roberts

18 Jul

RPS announces the acquisition of Manidis Roberts Pty Ltd (“MR”), an Australian consulting firm, for a maximum consideration of A$30 million (£19 million).

Founded in 1988, MR is an environmental and project management consultancy headquartered in Sydney. It currently employs about 90 staff and has developed a significant profile based upon the successful delivery of complex infrastructure projects. These often last several years, providing long term revenue streams. MR has particular expertise in the water, transport and power supply sectors, all of which are expected to grow in coming years. MR will further expand the RPS presence in New South Wales, complementing the skills of our urban planners, water, environmental and cultural heritage specialists and surveyors based in Sydney and Newcastle.

In the year ended 30 June 2011 the audited accounts for MR show revenues of A$27.2 million (£18.0 million, at an exchange rate of A$1.51 to £1) and profit before tax of A$5.8 million (£3.8 million). Based on unaudited management accounts up to 31 May 2012 and an estimate of performance in June 2012, the revenue up to 30 June 2012 was in the order of A$23.7 million (£15.7 million) and profit for that period (after adjusting for non-recurring costs) was approximately A$5.2 million (£3.4 million). Gross and net assets at 30 June 2012 were approximately A$ 9.4 million (£6.3 million) and A$6.4 million (£4.2 million) respectively.

In the remainder of 2012, after taking account of integration and interest costs, we expect MR to improve Group earnings marginally. We currently expect MR's performance in 2013 at least to return to 2010/2011 levels, making a worthwhile contribution to the Group result.

RPS has acquired the entire share capital of MR for a maximum total consideration of A$£30 million (£19.9 million), all payable in cash. Consideration paid at completion was A$18 million (£11.4 million), funded from the Group’s existing resources. Subject to certain operational conditions being met, two further sums of A$6 million (£4.0 million), will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made for 10 years. The deferred amounts include the payment of market rate interest. The vendors of the business are directors, staff and former staff. The director and staff vendors are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented.

“Although parts of the Australian economy are still feeling the effects of the global financial crisis, the RPS board continues to see selective investment in our Australian business as an attractive part of our strategy. MR has an impressive track record and profile in markets likely to expand in coming years, particularly the provision of water, transport and power supply infrastructure. We also see significant opportunities to introduce their skills to the energy infrastructure markets on both the east coast and in Western Australia”.

19 July 2012

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group 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 environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the United States, Canada, Brazil, the Middle East 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.

SIP Announcement

10 Jul


On 09 July 2012 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 06 July 2012 £2.11 per share

Allotment of Matching Shares 06 July 2012 £2.11 per share

Total number of Partnership, Matching and Dividend shares held on 06 July 2012

Gary
Young
59 59 12,351
Philip
Williams
59 59 6,710
Alan
Hearne
59 59 9,099

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.

Block Listing Six Monthly Return

02 Jul


Name of applicant: RPS Group Plc
Name of scheme: Long Term Incentive Plan Scheme, Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 January 2012 To: 30 June 2012
Balance of unallotted securities under scheme(s) from previous return: 1,945,632
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): N/A
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 910,663
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,034,969
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

Voting Rights and Capital

29 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 219,048,335 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (106,164) from those announced on 31 May 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 219,048,335.

The above figure (219,048,335) 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 June 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

21 Jun


On 15 June 2012 as a result of the purchase 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 Dividend Shares on 15 June 2012 2.0375 per share

Total number of Partnership, Matching and Dividend shares held on 15 June 2012

Gary
Young
168 12,233
Philip
Williams
89 6,592
Alan
Hearne
123 8,981

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.

TR-1: Notification of Major Interest in Shares

14 Jun


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

An event changing the breakdown of voting rights: N/A

Other (please specify):N/A

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

Legal & General Group Plc (L&G)

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

N/A

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

08 June 2012

6. Date on which issuer notified:

12 June 2012

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

L&G (Above 3%)

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
Ordinary 3p Below 3%

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
    Direct Indirect Direct Indirect
Ordinary 3p 6,813,312 6,813,312   3.11%  

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right
         

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
          Nominal Delta
   

Total (A+B+C)


Number of voting rights 6,813,312
Percentage of voting rights 3.11%

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

Legal & General Group Plc (Direct and Indirect) (Group)
Legal & General Investment Management (Holdings) Limited (LGIMH) (Direct
and Indirect)
Legal & General Investment Management Limited (Indirect) (LGIM)
Legal & General Group Plc (Direct) (L&G) ( 6,813,312 – 3.11%= LGAS, LGPL & PMC)
Legal & General Investment Management (Holdings) Limited (Direct) (LGIMHD) Legal & General Insurance Holdings Limited (Direct)(LGIH)
Legal & General Assurance (Pensions Management) Limited (PMC) Legal & General Assurance Society Limited (LGAS & LGPL)
  Legal & General Pensions Limited (Direct) (LGPL)

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

Notification using the total voting rights figure of  218,942,171

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Paul Toon (LGIM)

15. Contact telephone number:

020 3124 3854


SIP Announcement

11 Jun


On 11 June 2012 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 07 June 2012 £1.992 per share

Allotment of Matching Shares 07 June 2012 £1.992 per share

Total number of Partnership, Matching and Dividend shares held on 07 June 2012

Gary
Young
63 63 12,065
Philip
Williams
63 63 6,503
Alan
Hearne
63 63 8,858

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 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 218,942,171 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (77,392) from those announced on 30 April 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 218,942,171.

The above figure (218,942,171) 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 May 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Notification of Major Interests in Shares

22 May

Annual Information Update

08 May


1. Introduction

1.1 RPS Group Plc (the ‘Group’) published its Annual Report on 30 March 2012. We are pleased to provide an AIU, in accordance with the requirements of Prospectus Rule 5.2. This AIU refers to all information which the Group has published or made available to the public over the 12 months prior to the date of this announcement. To avoid an unnecessarily lengthy document, information is referred to in this update rather than included in full.

1.2. This AIU contains a list of:

news releases/announcements, which were made via a Regulatory Information Service (an ‘RIS’);

documents filed at the UK Registrar of Companies (‘Companies House’); and

documents published and sent to shareholders.

1.3 The Group is publishing the AIU via an RIS today and making it available in the Investors section of its website www.rpsgroup.com.


2. List of Announcements

2.1 The following is a list of all news releases and announcements of a regulatory nature which have been made via an RIS, in the previous 12 months together with the date of the release. A full copy of these announcements can be viewed at www.londonstockexchange.comor on our website.


Date of Announcement       Regulatory Headline

5 Apr 11 Director/PDMR Shareholding
28 Apr 11 Total Voting Rights
5 May 11 Director/PDMR Shareholding
6 May 11 AGM Statement
9 May 11 Annual Information Update
31 May 11 Total Voting Rights
6 Jun 11 Director/PDMR Shareholding
7 Jun 11 Change of Auditors
24 Jun 11 Interim Results Notification
30 Jun 11 Total Voting Rights
6 Jul 11 Director/PDMR Shareholding
28 Jul 11 Director/PDMR Shareholding
28 Jul 11 Interim Results
29 Jul 11 Total Voting Rights
3 Aug 11 Director/PDMR Shareholding
31 Aug 11 Total Voting Rights
2 Sep 11 Director/PDMR Shareholding
5 Sep 11 Holdings in Company
5 Sep 11 Board Appointment
28 Sep 11 Director/PDMR Shareholding
30 Sep 11 Total Voting Rights
5 Oct 11 Director/PDMR Shareholding
17 Oct 11 Interim Management Statement Notification
31 Oct 11 Total Voting Rights
3 Nov 11 Interim Management Statement
3 Nov 11 Director/PDMR Shareholding
09 Nov 11 Director/PDMR Shareholding
30 Nov 11 Total Voting Rights
1 Dec 11 Holdings in Company
7 Dec 11 Director/PDMR Shareholding
13 Dec 11 Holdings in Company
23 Dec 11 Total Voting Rights
3 Jan 12 Block Listing Six Monthly Return
10 Jan 12 Director/PDMR Shareholding
19 Jan 12 Holdings in Company
31 Jan 12 Total Voting Rights
2 Feb 12 Holdings in Company
6 Feb 12 Director/PDMR Shareholding
15 Feb 12 Holdings in Company
29 Feb 12 Total Voting Rights
6 Mar 12 Director/PDMR Shareholding
7 Mar 12 Preliminary Results
30 Mar 12 Total Voting Rights
30 Mar 12 Annual Financial Report


3. Documents filed at Companies House

3.1 The following documents were filed with Companies House on or around the dates indicated:

Date of
Publication
Document
Type
Brief Description
of Document Filed
11 Apr 11 SH01 Statement of Capital
5 May 11 SH01 Statement of Capital
6 May 11 AA Annual Accounts
11 May 11 RES10 Authorised Allotment of Shares
12 May 11 SH01 Statement of Capital
17 May 11 AR01 Annual Return
1 Jun 11 AUD Auditor’s Resignation
14 Jun 11 SH01 Statement of Capital
20 Jun 11 TM01 Termination of Director
1 Jul 11 AUD Auditor’s Resignation
18 Jul 11 SH01 Statement of Capital
1 Aug 11 SH01 Statement of Capital
12 Sep 11 AP01 Appointment of Director
6 Oct 11 SH01 Statement of Capital
1 Nov 11 TM01 Termination of Director
1 Dec 11 SH01 Statement of Capital
30 Dec 11 SH01 Statement of Capital
10 Jan 12 SH01 Statement of Capital
19 Jan 12 SH01 Statement of Capital
7 Feb 12 SH01 Statement of Capital
10 Feb 12 SH01 Statement of Capital
17 Feb 12 SH01 Statement of Capital
7 Mar 12 SH01 Statement of Capital
9 Mar 12 CH01 Change of Director’s Particulars
13 Mar 12 SH01 Statement of Capital
16 Mar 12 CH01 Change of Director’s Particulars
19 Mar 12 CH01 Change of Director’s Particulars
19 Mar 12 SH01 Statement of Capital
20 Mar 12 CH01 Change of Director’s Particulars
26 Mar 12 AD01 Change of Registered Office Address
28 Mar 12 CH03 Change of Secretary’s Particulars


3.2 Copies of documents filed at Companies House can be obtained from www.direct.companieshouse.gov.uk or from the Company Secretary at the Company’s Registered office, 20 Milton Park, Abingdon, Oxfordshire, OX14 4SH.


4. Documents Published and sent to Shareholders

4.1 The following documents were published and sent to Shareholders. They can be found on the Group’s website under the Investors section.

Date of Publication Brief Description of Document
30 March 2012 Annual Report and Accounts for the year ended 31 December 2011 and Notice of Annual General Meeting


5. Accuracy of Information

The information published in the above sections was up-to-date at the time the information was published but some information may now be out of date.

 

Contacts
Nicholas Rowe
Company Secretary
Tel: 01235 438016

SIP Announcement

08 May


On 08 April 2012 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 04 May 2012 £2.315 per share

Allotment of Matching Shares 04 May 2012 £2.315 per share

Total number of Partnership, Matching and Dividend shares held on 04 April 2012

Gary
Young
54 54 11,939
Philip
Williams
54 54 6,377
Alan
Hearne
54 54 8,732

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 Friday 4 May 2012 and announces that all resolutions were duly passed. Details of the proxy votes cast for each resolution will shortly be available on the Company’s website www.rpsgroup.com.

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

For further information, please contact:

Nicholas Rowe
Company Secretary
Tel: 01235 438016

Interim Management Statement

03 May


First quarter trading in line with expectations.  Cash flow good; balance sheet strong.

Introduction

2012 marks the 25th anniversary of RPS’s introduction to the public markets.  Those who acquired an RPS share for 70 pence at our IPO in July 1987 and held it until now have received over 250 pence in dividends.  Taking account of a share split in 2000, the value of that share has increased well over 20 times.  Our market capitalisation at listing was £4.5 million; this has been increased over 100 times, whilst receiving total contributions from our shareholders of less than £50 million.   

Throughout this 25 year period our growth has only been disrupted by the deep recession of the early 1990’s and the recent global financial crisis.  Between those 2 events our growth averaged over 20% each year and was achieved whilst maintaining a strong balance sheet and consistent dividend growth.  The Board is confident that, as global economic conditions allow, the Group’s business model will be able to produce another period of good growth.

Trading

The Group’s results for the first quarter were significantly better than in the same period in 2011.  Each of the 3 reported businesses improved their profit contribution.

Trading in Energy in the first quarter showed the significant improvement anticipated.  Our clients’ investment in conventional oil and gas exploration and production continued to grow, whilst our activity in the unconventionals market increased further, with a shift from gas to liquids.  We continued to see a strong performance in North America based on both domestic and international projects.  We also experienced an uplift in activity in the Australia Asia Pacific region.  Following last year’s political disturbances our activity in North Africa remains subdued, although prospects elsewhere in Africa and the Middle East are encouraging.  Our training and oceanographic businesses performed well.  We continue to look for good growth this year.

Our Built and Natural Environment (“BNE”) business in Europe made some progress compared with the same period last year. As planned, at the end of March, we completed the sale of the bulk of our small facilities management business in Ireland.  Many of our traditional commercial development clients remained cautious about investing in capital projects.   We have, therefore, used our reorganisation in 2011 to provide further support to those clients developing energy infrastructure.  Investment potential is greater in this market, although a clearer policy framework is needed in the UK to realise this fully.  We also provide support to our clients’ operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation.  We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce requirements from the unexpectedly high levels experienced over the last 9 months.  The current political uncertainty in the Netherlands is unlikely to be helpful.  Despite our market leading position in this segment, continuing poor economic conditions confirm that improving upon our 2011 performance in 2012 is likely to be a challenge.

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011.  We continue to benefit from the high levels of investment in the infrastructure necessary to deliver coal seam gas and associated LNG projects, particularly in Queensland. The recovery from the floods in Queensland in 2011 is now complete. Some of the traditional gas projects offshore Western Australia have, however, moved into the development phase, which has reduced demand for our higher margin planning and environmental assessment input.  Outside the natural resources sector the Australian economy seems to have come under further pressure in the early part of this year, as global concerns have reduced consumer confidence.  As a result conditions in the commercial development market seem to have deteriorated a little further.  Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection from the effects of this.  However, the full potential of this business will probably not be realised until the economy becomes better balanced.

Cash Flow and Debt

Our cash conversion was once again good and the balance sheet remains strong.  Net bank debt reduced further and at the end of March was £15.2 million (31 December 2011 - £23.5 million) after investing £4.5 million in previously announced acquisitions in the first quarter. 

Deferred Consideration

As reported in the Group’s 2011 Results, our auditor, Ernst & Young, indicated that it did not agree with the Group’s interpretation of the accounting standard (IFRS3) in relation to deferred consideration.  The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC) is considering a request for clarification of IFRS3 as a result of diversity in interpretation by the major audit firms.  The Board will consider its position in the light of that review when it is complete.  In the meantime one of the consequences of having to change our accounting for deferred consideration in the 2011 Results is that the Group’s 2011 Interim Results need to be restated. These were reviewed by Ernst & Young before publication on 28 July 2011 and the accounting treatment used in respect of the three acquisitions made in the first half specifically approved.  Nonetheless, we now have to restate them to be consistent with the 2011 Results.  Note 2 to this announcement provides that restatement, in advance of the publication of the 2012 Interim Results.

Brook Land, chairman, commented:

“2012 has started positively for RPS.  Our strategic development into the Energy and Energy Infrastructure markets in recent years gives us significant development opportunities.  Our more traditional markets generally remain subdued as the economies in which we operate are still affected by continuing uncertainties in the global economy.  However, the Group remains on track to produce further growth in 2012.” 

3 May 2012

 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 United States, Canada, Brazil, the Middle East 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. 

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 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 inevitable increases the risks to which the Group is exposed.  Statements in respect of the Group’s performance in 2012 in the year to date are based upon unaudited management accounts for
the period January to March 2012.  The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA (as defined in the 2011 Results) for the full year, published by analysts who consistently follow the Group.  The current range of forecasts of which the Board is aware is £57.7 to £59.6 million.  Nothing in this announcement should be construed as a profit forecast.

Note 2: The tables below show the restated results for the six months ended 30th June 2011 together with the reported results for this period and a column identifying differences. The results have been restated to conform to the accounting treatment adopted in the results for the year ended 31st December 2011. The differences in treatment between the results for the year ended 31st December 2011 and the reported results for the six months ended 30th June 2011 relate to:

1. The effects of applying the Ernst & Young interpretation of IFRS 3 to acquisitions completed in the six months ended 30th June 2011 and in 2010.
2. The reclassification of acquisition costs and the revaluation of investment in associate from “reorganisation costs” to “amortisation of acquired intangibles and transaction related costs”.

In the results for the year ended 31st December 2011 we reported:

"IFRS 3 (2008) “Business Combinations” became applicable to the Group with effect from 1st January 2010. The Group reviewed the requirements of this standard and determined that deferred consideration could continue to be treated as consideration for the acquisition and therefore capitalised. In 2011 the Group’s new auditors, who interpret this standard differently, advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised."

This revised treatment of deferred consideration impacts the results for the six months ended 30th June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;
2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative good will through the consolidated income statement; and
3. A remuneration charge has been recognised through the consolidated income statement and a corresponding accrual has been recognised in the balance sheet under “deferred consideration”.

The adjustments have no effect on cash flow and the consolidated cash flow statement has not been restated.

Condensed consolidated income statement        
  6 months ended 6 months ended    
  30-Jun 30-Jun    
  2011 2011    
£000s (restated) (reported) differences notes
         
Revenue 251,518 251,518 -  
Recharged expenses (38,663) (38,663) -  
Fee income 212,855 212,855 -  
         
Operating profit before amortisation of acquired intangibles and transaction related costs 23,676 24,660 (984) a
         
Amortisation of acquired intangibles and transaction related costs (3,369) (4,844) 1,475 b
         
Operating profit 20,307 19,816 491  
         
Finance costs (1,365) (1,365) -  
Finance income 170 170 -  
         
Profit before tax, amortisation of acquired intangibles and transaction related costs 22,481 23,465 (984)  
         
Profit before tax 19,112 18,621 491  
         
Tax expense (5,519) (5,586) 67  
         
Profit for the year attributable to equity holders of the parent 13,593 13,035 558  
         
         
Basic earnings per share (pence) 6.31 6.05 0.26  
Diluted earnings per share (pence) 6.26 6.00 0.26  
         
Adjusted basic earnings per share (pence) 7.21 7.67 (0.46)  
Adjusted diluted earnings per share (pence) 7.16 7.61 (0.45)  
         
Condensed consolidated statement of comprehensive income        
  6 months ended 6 months ended    
  30-Jun 30-Jun    
  2011 2011    
  (restated) (reported) differences  
         
Profit for the period 13,593 13,035 558  
         
Other comprehensive income:        
Exchange differences 4,562 4,738 (176)  
Tax recognised directly in equity 188 188 -  
         
Total recognised comprehensive income for the period attributable to equity holders of the parent 18,343 17,961 382  
 
Condensed consolidated balance sheet      
       
  As at As at  
  30-Jun 30-Jun  
  2011 2011  
£000s (restated) (reported) Differences
       
Assets      
Non-current assets      
Intangible assets 331,486 345,418 (13,932)
Property, plant and equipment 29,420 29,417 3
Investments 41 41 -
  360,947 374,876 (13,929)
Current assets      
Trade and other receivables 169,882 169,921 (39)
Cash at bank 17,855 17,855 -
  187,737 187,776 (39)
Liabilities      
Current liabilities      
Borrowings 2,973 2,973 -
Deferred consideration 8,635 13,629 (4,994)
Trade and other payables 99,518 99,513 5
Corporation tax liabilities 2,785 2,836 (51)
Provisions 2,612 2,612 -
  116,523 121,563 (5,040)
Net current assets 71,214 66,213 5,001
Non-current liabilities      
Borrowings 50,690 50,690 -
Deferred consideration 3,872 13,404 (9,532)
Other payables 1,247 1,247 -
Deferred tax liabilities 14,586 14,364 222
Provisions 2,998 2,998 -
  73,393 82,703 (9,310)
Net assets 358,768 358,386 382
       
Equity      
Share capital 6,530 6,530 -
Share premium 102,911 102,911 -
Other reserves 49,163 49,339 (176)
Retained earnings 200,164 199,606 558
Total shareholders' equity 358,768 358,386 382
       
       

 
Segment results for the period ended 30 June 2011 restated    
£000s Underlying profit Reorganisation costs Amortisation of intangible assets and transaction related costs Segment result
         
Built and Natural Environment        
Europe 8,978 (986) (722) 7,270
AAP 4,680 (98) (2,068) 2,514
Total BNE 13,658 (1,084) (2,790) 9,784
Energy 14,324 (3) (579) 13,742
Total 27,982 (1,087) (3,369) 23,526
         
Group reconciliation        
£000s       6 months ended 30 June 2011
         
Revenue       251,518
Recharged expenses       (38,663)
Fees       212,855
         
Underlying profit       27,982
Reorganisation costs       (1,087)
Unallocated expenses       (3,219)
Operating profit before amortisation of acquired intangibles and transaction related costs   23,676
Amortisation of acquired intangibles and transaction related costs   (3,369)
Operating profit       20,307
Finance costs       (1,195)
Profit before tax       19,112

 
         
Segment results for the period ended 30 June 2011 as reported    
         
£000s Underlying profit Reorganisation costs Amortisation of intangible assets Segment result
         
Built and Natural Environment        
Europe 8,978 (986) (612) 7,380
AAP 4,680 1,371 (1,388) 4,663
Total BNE 13,658 385 (2,000) 12,043
Energy 14,324 (488) (2,844) 10,992
Total 27,982 (103) (4,844) 23,035
         
Group reconciliation        
£000s       6 months ended 30 June 2011
         
Revenue       251,518
Recharged expenses       (38,663)
Fees       212,855
         
Underlying profit       27,982
Reorganisation costs       (103)
Unallocated expenses       (3,219)
Operating profit before amortisation of acquired intangibles and transaction related costs     24,660
Amortisation of acquired intangibles and transaction related costs     (4,844)
Operating profit       19,816
Finance costs       (1,195)
Profit before tax       18,621
         

 
           
Differences          
£000s Underlying profit Reorganisation costs Amortisation of intangible assets and transaction related costs Segment result notes
           
Built and Natural Environment          
Europe - - (110) (110)  
AAP - (1,469) (680) (2,149)  
Total BNE - (1,469) (790) (2,259)  
Energy - 485 2,265 2,750  
Total - (984) 1,475 491  
           
           
£000s       6 months ended 30 June 2011  
           
Revenue       -  
Recharged expenses       -  
Fees       -  
           
Underlying profit       -  
Reorganisation costs       (984) a
Unallocated expenses       -  
Operating profit before amortisation of acquired intangibles and transaction related costs   (984)  
Amortisation of acquired intangibles and transaction related costs   1,475 b
Operating profit       491  
Finance costs       -  
Profit before tax       491  
           

 
   
a. Adjustment to Operating profit before amortisation of acquired intangibles and transaction related costs and Re-organisation costs:
   
  £000's
Revaluation of investment in associate (1,490)
Acquisition costs 506
  (984)
   
b. Adjustment to Amortisation of acquired intangibles and transaction related costs:
   
  £000's
Amortisation of acquired intangibles (218)
Contingent deferred consideration treated as remuneration (4,828)
Negative goodwill 5,537
Revaluation of investment in associate 1,490
Acquisition costs (506)
  1,475
   

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 218,864,779 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (52,966) from those announced on 30 March 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 218,864,779.

The above figure (218,864,779) 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 March 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

SIP Announcement

10 Apr

On 04 April 2012 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 02 April 2012 £2.37 per share

Allotment of Matching Shares 02 April 2012 £2.37 per share

Total number of Partnership, Matching and Dividend shares held on 02 April 2012

Gary
Young
53 53 11,831
Philip
Williams
53 53 6,269
Alan
Hearne
53 53 8,624

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.

Click here to download pdf

RPS Group Plc 2011 Annual Report and Accounts

30 Mar


RPS Group Plc announces that as from today the following documents are available on its website: www.rpsgroup.com:

Report and Accounts for the year ended 31 December 2011; and

Notice of 2012 Annual General Meeting.

These documents have also been mailed to shareholders today.

Copies of these documents and the form of proxy in respect of the Company’s Annual General Meeting on 4 May 2012 have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

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 218,811,813.


Nicholas Rowe

Company Secretary

01235 438016

Notice of AGM 2012

30 Mar

To Download Notice of Annual General Meeting please Click here

Voting Rights and Capital

30 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 218,811,813 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (143,443) from those announced on 29 February 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 218,811,813.

The above figure (218,811,813) 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 March 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

Results for the Year Ended 31 December 2011

07 Mar


Summary of Results

  2011 2010
Business Performance
Revenue (£m) 528.7 461.8
Fee income (£m) 452.7 393.3
PBTA(1) (£m) 50.8 48.0
Adjusted earnings per share(2) (basic) (p) 16.68 15.79
Operating cash flow (£m) 71.1 57.9
Total dividend per share (p) 5.56 4.83
 
Statutory reporting
Profit before tax (£m) 40.5 42.5
Earnings per share (basic) (p) 13.49 14.78

Operating Highlights

diversity of activity and geography enabled the Group to produce results at the top end of market expectations:

over two thirds of underlying segment profit earned in growth markets of Energy and energy infrastructure;

approaching two thirds of underlying segment profit earned outside Europe;

excellent conversion of profit to cash, with operating cash flow of £71.1m (2010: £57.9m);

balance sheet remains strong with year end net bank borrowings at £23.5m (2010: £31.5m) having invested £27.2m in acquisitions during 2011;

committed bank facilities of £125m available until July 2013;

proposed full year dividend increased by 15%; eighteenth consecutive annual increase of this scale;

acquisition strategy continued with five transactions completed in the year.

Notes:

(1)PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs as defined in note 1

(2)Adjusted earnings per share is based on earnings before amortisation of acquired intangibles, transaction related costs and tax credit arising on changes in Australian tax law.

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

“RPS remains in a strong position both operationally and financially. Our strategy of investing in markets less affected by economic turbulence, whilst continuing to manage our business carefully in markets where client expenditure is subdued, continues to serve us well. As a result the Group has delivered growth in 2011 and remains on track to produce further growth in 2012. The acquisitions made in 2011 have continued our international diversification. This is a trend we anticipate will continue, further strengthening our prospects”

7 March 2011

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 natural resources land and, property; the management of natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the United States, Canada, Brazil, the Middle East 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.

Results

PBTA was towards the top end of market expectations at £50.8 million (2010: £48.0 million). Adjusted basic earnings per share were 16.68 pence (2010: 15.79 pence). The underlying profit* contribution of each segment was:

(£m)

2011

2010

 

Energy

32.1

25.3

Built and Natural Environment

- Europe

18.0

20.2

- Australia Asia Pacific (AAP)

11.0

12.8

 

29.0

33.0

 

Total

61.1

58.2

*underlying profit is segment profit before amortisation of acquired intangible assets, transaction related costs and reorganisation costs as defined in note 1.

Our Energy activities are largely conducted in respect of projects outside Europe. In combination with our Built and Natural Environment business in Australia Asia Pacific (“AAP”) we now have over 70% of our underlying profit being generated outside Europe. This exposes us to higher growth economies and better opportunities. A significant proportion of our Built and Natural Environment activity in both Europe and AAP is in respect of projects to provide the infrastructure necessary to process and deliver energy resources. Consequently, we estimate almost 70% of our underlying profit is now earned in the global Energy and associated infrastructure markets.

Cash Flow, Funding and Dividend

The Group continued its excellent conversion of profit into cash. Operating cash flow was £71.1 million (2010: £57.9 million). Our balance sheet remains strong, with no defined benefit pension schemes or historic pension liabilities. We have bank facilities of £125 million available until July 2013 and the cost of these facilities remains at historically low levels. Net bank borrowings at the year end were £23.5 million (2010: £31.5 million), after investing in acquisitions to the value of £27.2 million (2010: £18.0 million). We are well positioned to continue to fund the Group’s growth strategy.

The Board continues to be confident about the Group’s financial strength and is recommending a final dividend of 2.9 pence per share payable on 25 May 2012 to shareholders on the register on 13 April 2012. If approved the total dividend for the full year would be 5.56 pence per share, an increase of 15% (2010: 4.83 pence per share). Our dividend has risen at about this rate for eighteen consecutive years.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from core bases in the UK, USA, Canada and Australia, with support offices in the Middle East, Asia and Brazil. Projects are undertaken in many other countries, some in difficult political and working environments which provide both market opportunities and operational challenges for us.

 

2011

2010

Fee income (£m)

186.1

146.8

Underlying profit* (£m)

32.1

25.3

Margin (%)

17.2

17.2

*underlying profit is segment profit before amortisation of acquired intangible assets, transaction related costs and reorganisation costs as defined in note 1.

Our 2011 results in all parts of the business were encouraging. Conditions in the traditional oil and gas exploration and production (E&P) market improved steadily during the course of 2011. Our clients increased investment globally, albeit in a cost conscious way. Our activities in the Middle East and North Africa were disrupted by unrest and conflicts, particularly in Libya, where we have yet to see any material resumption of activity. Activity levels in the Gulf of Mexico increased during the second half and our performance in both the US and Canada was particularly strong in the year

The unconventional liquids and gas markets continued to develop strongly. During 2011 we have been particularly active in shale oil and gas in North America, shale gas in Europe and broadened our involvement in coal seam gas in Australia. Our profile in the financial services sector improved and we secured significant “competent persons” commissions and other transaction support work during the year.

Current indications are that global E&P spend in 2012 will exceed that in 2011. Our geographical spread and range of skills and involvement at many stages of the project life cycle gives us exposure to most parts of the international market likely to benefit from this increased investment. The global abundance of gas has reduced gas prices and begun to reduce shale gas activity, particularly in the USA. Our clients’ focus has instead moved more towards unconventional liquids, where we are already well positioned. Activity levels in the Gulf of Mexico seem likely to continue to increase in the coming months. Activity in North Africa will eventually recommence. Overall, the Board believes we can look forward to a successful 2012 in this business.

Built and Natural Environment (BNE)

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning.

2011 Europe Australia/
Asia Pacific
Total
Fee income (£m) 178.2 91.0 269.1
Underlying profit* (£m) 18.0 11.0 29.0
Margin (%) 10.1 12.1 10.8

 

2010 Europe Australia/
Asia Pacific
Total
Fee income (£m) 172.9 76.0 248.8
Underlying profit* (£m) 20.2 12.8 33.0
Margin (%) 11.7 16.9 13.3

underlying profit is segment profit before amortisation of acquired intangible assets, transaction related costs and reorganisation costs as defined in note 1.

BNE: Europe

Bringing together our businesses in Europe is, as anticipated, enabling us both to increase efficiency and generate new market opportunities and has helped to counteract the difficult market conditions in parts of this business, which are likely to continue.

Performance during the course of the year reflected the differing nature of the various markets in which we operate. Activity in the water management sector grew as our clients increased spend in the second year of the UK regulatory cycles. We have improved our position in this market significantly in recent years and have benefitted as a result, despite competitive rate pressure. Our market profile in respect of both the health and safety and risk management markets also enabled us to deliver good results. The commercial property development market remained subdued throughout the year. In consequence, we continued to pursue planning and development opportunities in a range of energy infrastructure markets, such as waste to energy facilities, a range of power station proposals (nuclear, gas and biomass), on and off shore wind farms, pipelines and grid interconnectors. Investment for these projects is more readily available and we have done well to position ourselves to benefit from this, although lack of clarity in the UK Government’s energy policy is undoubtedly affecting our clients’ investment levels.

Our main exposure to public sector expenditure is in the Netherlands and Ireland. Our Dutch business had a good year, underpinned by the regulatory nature of much of what it does. We continued to downsize our Irish business as needed; as a result it was able to deliver a respectable performance. Since the year end we have exchanged contracts to enable us to dispose of, for 1.5 million Euros, that part of this business which provides facilities management support to clients with manufacturing activity in Ireland. Subject to a TUPE process, this disposal will complete in late March. It will have a minimal effect on the Group’s future profitability, but should serve to increase margin in the remainder of the Irish business.

The uncertainties in parts of this business are greater than in other parts of the Group as a result of the subdued economic prospects of the UK and the Eurozone. This is likely to continue to create volume and pricing pressures probably limiting our growth opportunity in the current year.

BNE: Australia Asia Pacific

Our recovery from the climatic disruption at the beginning of 2011 continued successfully in the second half. This was due to the ability of our staff in Queensland both to respond to reconstruction investment whilst also focussing their activities on the fast expanding coal seam gas/LNG industry. This shift in market positioning was made possible by the skills, experience and profile of our local staff, coupled with the skills and market knowledge of our international Energy staff. As a result of this combination we have quickly become important suppliers to this fast growing industry. On the west coast we also remain heavily involved in the permitting and licensing of infrastructure to serve the large scale offshore gas exploration projects. Some of these projects have now reached a more mature stage of development. Clients are, as a result, becoming more focussed on cost management; this is affecting project timing and budgets.

We also continued to develop our operations in support of oil, gas and mining projects across Asia. We had particular success in Mongolia supporting our mining clients.

Outside the natural resources sector the Australian economy is less buoyant. As a result the normal commercial development market in Australia remains subdued. However, our re-positioning away from this slower moving part of the economy suggests we will be able to deliver further growth in 2012.

Acquisitions

During the course of 2011 we continued to develop the capability of the Group with five acquisitions. Good progress has been made with the integration of all these businesses. Terranean is now part of BNE: Australia Asia Pacific. The other four businesses now form part of Energy. EHI and ASA, in combination, give us a strong position in the metocean consultancy market in both the US and, together with our existing capability in Australia, internationally. Nautilus provides an excellent platform to expand our provision of technical training to many parts of the oil and gas industry. Espey gives us a platform from which to build a water resources consultancy in the US.

Despite continuing economic uncertainty, we still see markets in which there are growth opportunities and are considering how to develop these organically and with further acquisitions.

Ernst & Young, the Group’s auditor, has indicated that it does not agree with the Group’s interpretation that IFRS3 (2008) Business Combinations contains a rebuttable presumption in respect of the treatment of contingent deferred consideration, relating to transactions completed since 1 January 2010. Ernst & Young’s view is that the deferred consideration, due to vendors that is contingent on their continued employment, should be expensed through the profit and loss account, rather than being treated as capital cost, as the Group has done previously. Ernst & Young’s review of the Group’s 2011 interim results had not raised this as an issue.

In view of this, and given the previous auditors certification of the Group accounts at 31 December 2010, the Group’s Audit Committee commissioned an independent opinion from another “big 4” firm. This supported the Group’s interpretation of IFRS3 (2008). DLA Piper, the Group’s lawyers, were also asked to give an opinion on specific legal matters raised by Ernst & Young concerning the structure of our transactions. DLA also supported the Board’s position. Although the RPS Board remains of the view that these contingent deferred consideration payments can be treated as capital costs, as they were in the audited Report and Accounts 2010, the Audit Committee recommended the policy be changed to adopt the Ernst & Young interpretation. The Board accepted this recommendation. The cash position of the Group is unaffected by these changes.

The Audit Committee also considered the impact of this revised treatment on the 2010 accounts and recommended to the Board that the impact is not material as omitting that information from the comparative results in the Report and Accounts 2011 would not influence decisions that were made about the Group. The Board agreed; the 2010 accounts have, therefore, not been restated.

The Board has now modified the Group’s acquisition model to enable it to continue to implement its acquisition strategy without having to expense deferred consideration.

Group Prospects

RPS remains well positioned in markets of long term importance to the global economy. Our focus on Energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. We believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate to be attractive and achievable. We will, therefore, continue to develop our business organically, whilst seeking further acquisition opportunities. Our balance sheet is strong enough to continue to support this strategy.

We have come through the exceptionally challenging circumstances of the last three years in a strong position. We were able to deliver growth in 2011 and remain on track to produce further growth in 2012. The acquisitions made in 2011 have continued our international diversification. This is a trend we anticipate will continue, further strengthening our prospects.

Board of Directors
RPS Group plc
7 March 2012

Consolidated income statement
  Notes year ended
31
December
year ended
31
December
£000’s   2011 2010
 
Revenue 2 528,710 461,830
Recharged expenses 2 (75,981) (68,568)
Fee income 2 452,729 393,262
 
Operating profit before amortisation of acquired intangibles and
transaction related costs
1,2,3 53,045 51,833
Amortisation of acquired intangibles and transaction related costs 1,3 (10,361) (5,524)
Operating profit   42,684 46,309
 
Finance costs 4 (2,541) (4,025)
Finance income 4 308 185
 
Profit before tax, amortisation of acquired intangibles and
transaction related costs
  50,812 47,993
 
Profit before tax   40,451 42,469
 
Tax expense 5 (11,340) (10,733)
Profit for the year attributable to equity
holders of the parent
  29,111 31,736
 
 
Basic earnings per share (pence) 6 13.49 14.78
 
Diluted earnings per share (pence) 6 13.40 14.69
 
Adjusted basic earnings per share (pence) 6 16.68 15.79
 
Adjusted diluted earnings per share (pence) 6 16.56 15.69

 

Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
£000’s 2011 2010
 
Profit for the year 29,111 31,736
Exchange differences (811) 6,978
Tax recognised directly in equity - 85
Total recognised comprehensive income for the year attributable to
equity holders of the parent
28,300 38,799

 

Consolidated balance sheet
    as at
31 December
as at
31 December
£000’s Notes 2011 2010
Assets
Non-current assets:
Intangible assets   329,112 314,621
Property, plant and equipment   30,070 28,107
Investments   41 447
    359,223 343,175
Current assets:
Trade and other receivables   171,751 158,766
Cash at bank   25,989 13,933
  197,740 172,699
Liabilities
Current liabilities:  
Borrowings   2,959 1,744
Deferred consideration 10 10,327 9,873
Trade and other payables   109,496 86,971
Corporation tax liabilities   3,331 2,618
Provisions   3,903 1,768
  130,016 102,974
Net current assets   67,724 69,725
Non-current liabilities:  
Borrowings   46,554 43,726
Deferred consideration 10 - 8,661
Other payables   1,665 1,052
Deferred tax liability   11,594 11,291
Provisions   2,684 3,177
    62,497 67,907
    364,450 344,993
 
Equity
Share capital   6,544 6,516
Share premium   103,717 101,941
Other reserves 7 43,299 45,581
Retained earnings   210,890 190,955
Total shareholders’ equity   364,450 344,993

 

Consolidated cash flow statement
    year ended 31
December
year ended 31
December
£000’s Notes 2011 2010
 
Cash generated from operations 8 71,053 57,874
Interest paid   (2,373) (4,507)
Interest received   308 185
Income taxes paid   (12,781) (14,384)
Net cash from operating activities   56,207 39,168
 
Cash flows from investing activities:
Purchases of subsidiaries net of cash acquired   (17,090) (4,418)
Deferred consideration   (8,827) (13,626)
Purchase of property, plant and equipment   (9,024) (6,856)
Sale of property, plant and equipment   362 3,193
Dividends received   256 116
Net cash used in investing activities   (34,323) (21,591)
 
Cash flows from financing activities:  
Proceeds from issue of share capital   179 229
Purchase of own shares   (365) -
Proceeds from/(repayments) of bank borrowings   2,222 (5,022)
Payment of finance lease liabilities   (1,410) (1,491)
Dividends paid   (11,233) (9,710)
Payment of pre-acquisition dividend   (402) (694)
Net cash used in financing activities   (11,000) (16,688)
 
Net increase in cash and cash equivalents   10,884 889
 
Cash and cash equivalents at beginning of year   13,933 13,691
Effect of exchange rate fluctuations   (359) (647)
 
Cash and cash equivalents at end of year   24,458 13,933
 
 
Cash and cash equivalents comprise:
Cash at bank   25,989 13,933
Bank overdraft 7 (1,531) -
 
Cash and cash equivalents at end of year 8 24,458 13,933

 

Consolidated statement of changes in equity
 
£000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
 
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Changes in equity during 2010:
Total comprehensive income - - 31,821 6,978 38,799
Issue of new ordinary shares 59 3,703 (2,036) (916) 810
Share based payment expense - - 1,626 - 1,626
Dividends paid - - (9,710) - (9,710)
At 31 December 2010 6,516 101,941 190,955 45,581 344,993
 
Changes in equity during 2011:
Total comprehensive income - - 29,111 (811) 28,300
Issue of new ordinary shares 28 1,776 (509) (1,115) 180
Purchase of own shares - - - (356) (356)
Share based payment expense - - 2,431 - 2,431
Tax recognised directly in equity - - 135 - 135
Dividends paid - - (11,233) - (11,233)
At 31 December 2011 6,544 103,717 210,890 43,299 364,450

An analysis of other reserves is provided in note 7.

Notes to the results

1. Basis of preparation

The financial information attached has been extracted from the audited financial statements for the year ended 31st December 2011 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 Group has augmented its accounting policy in respect of deferred consideration and added policies in respect of negative goodwill and operating profit as set out below. Otherwise, the accounting policies used are the same as set out in detail in the Report and Accounts 2010. The accounting policies used have been applied consistently to all periods presented in these financial statements.

Deferred consideration
Deferred consideration arises when settlement or all or part of the cost of a business combination falls due after the date of acquisition was completed.

i IFRS 3 (2004)
At the date of acquisition, deferred consideration is stated at the fair value of the total consideration outstanding. In these cases all deferred consideration has been treated as part of the cost of investment. At each balance sheet date deferred consideration comprises the fair value of the remaining deferred consideration value at acquisition.

ii IFRS 3 (2008)
Where the payment of deferred consideration is not contingent upon the continuing employment of the vendors by the Group, deferred consideration is treated in the same way as under IFRS 3 (2004).

Where the payment of deferred consideration is contingent upon the continuing employment of vendors by the Group, it is treated as a remuneration expense and accounted for as an employment benefit under IAS 19. A charge is made through the consolidated income statement as a cost of employment. The cost associated with each payment is accrued over the period it is earned. At each balance sheet date the contingent deferred consideration balance comprises the accrual for the unsettled remuneration expense to date.

Contingent deferred consideration treated as remuneration is included in the cash flow statement as deferred consideration.

Negative goodwill
Negative goodwill arises where the purchase price of acquisitions for accounting purposes is less than the fair value of the net assets acquired and is immediately credited to the consolidated income statement in accordance with IFRS 3 (2008).

Operating profit
The Board has disclosed four non statutory performance measures as part of the Consolidated Income Statement. These are “Operating profit before amortisation of acquired intangibles and transaction related costs”, “Profit before tax, amortisation of acquired intangibles and transaction related costs”, “Adjusted basic earnings per share” and “Adjusted diluted earnings per share”.

The Board considers these to be more meaningful measures of business performance than the statutory measures “Operating profit”, “Profit before tax”, “Basic earnings per share” and “Diluted earnings per share”.

The Board has also shown in note 2 segment “underlying profit” which is segment result before reorganisation costs and amortisation of acquired intangibles and transaction related costs. The Board considers this measure to be a more meaningful measure of performance than the measure “segment result”.

(i) Amortisation of acquired intangibles and transaction related costs (note 3)
This classification of income and expense comprises amortisation of acquired intangibles, deferred consideration payments that are contingent on continuing employment and are treated as remuneration, negative goodwill that has been credited to the income statement, gain on revaluation to fair value of investment in associate upon acquisition of all outstanding share capital and third party transaction related costs.

(ii) Reorganisation costs (note 2)
This classification of income and expense comprises costs arising as a consequence of reorganisation including redundancy costs, profit or loss on disposal of plant, property and equipment, the costs of consolidating office space and rebranding costs.

An explanation of adjusted earning per share is given in note 6.

2. Business segments

As announced on 3 November 2011, the Group merged Planning and Development (UK and Ireland) and Environmental Management. The business segments of the Group are as follows:

Built and Natural Environment (“BNE”) – consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management, and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific (“AAP”).

Energy - the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment, on a global basis, to the energy sector.

Segment results for the year ended 31 December 2011

£’000 Fees Recharged
expenses
Inter-segment
revenue
External
revenue
Built and Natural Environment
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£’000 Underlying
profit
Reorganisation
costs
Amortisation of
acquired
intangibles and
transaction
related costs
Segment
Result
Built and Natural Environment
Europe 18,002 (1,572) (1,365) 15,065
AAP 11,017 (103) (4,769) 6,145
Total BNE 29,019 (1,675) (6,134) 21,210
Energy 32,099 (77) (4,227) 27,795
Total 61,118 (1,752) (10,361)) 49,005

Segment results for the year ended 31 December 2010

£’000 Fees Recharged
expenses
Inter-segment
revenue
External
revenue
Built and Natural Environment
Europe 172,873 26,836 (1,902) 197,807
AAP 76,032 12,096 (951) 87,177
Intra BNE eliminations (76) - 76 -
Total BNE 248,829 38,932 (2,777) 284,984
Energy 146,754 30,252 (160) 176,846
Group eliminations (2,321) (616) 2,937 -
Total 393,262 68,568 - 461,830

 

£’000 Underlying
profit
Reorganisation
costs
Amortisation of
acquired
intangibles and
transaction
related costs
Segment Result
Built and Natural Environment
Europe 20,156 86 (1,224) 19,018
AAP 12,826 (1,161) (2,513) 9,152
Total BNE 32,982 (1,075) (3,737) 28,170
Energy 25,263 (192) (1,787) 23,284
Total 58,245 (1,267) (5,524) 51,545

 

Group reconciliation
£’000
2011 2010
Revenue 528,710 461,830
Recharged expenses (75,981) (68,568)
Fees 452,729 393,262
 
Underlying profit 61,118 58,245
Reorganisation costs (note 1) (1,752) (1,267)
Unallocated expenses (6,321) (5,145)
Operating profit before amortisation of acquired intangibles and
transaction related costs (note 1)
53,045 51,833
Amortisation of acquired intangibles and transaction related costs
(note 1)
(10,361) (5,524)
Operating profit 42,684 46,309
Finance costs (2,233) (3,840)
Profit before tax 40,451 42,469

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

  Revenue   Fees
£’000 2011 2010   2011 2010
UK 234,344 210,444   198,884 180,224
Ireland 44,365 49,527   37,050 40,690
Australia 129,501 110,712   110,561 93,152
USA 46,573 35,019   41,993 32,349
Netherlands 28,092 25,867   24,393 22,918
Canada 38,285 26,718   32,454 20,422
Other 7,550 3,543   7,394 3,507
Total 528,710 461,830   452,729 393,262

3. Amortisation of acquired intangibles and transaction related costs

£000’s year ended
31 Dec
2011
year ended
31 Dec
2010
 
Amortisation of acquired intangibles 10,839 5,524
Contingent deferred consideration treated as remuneration 9,256 -
Negative goodwill (9,067) -
Revaluation of investment in associate (1,490) -
Acquisition costs 823 -
Total 10,361 5,524

4. Net financing costs

£000’s year ended
31 Dec
2011
year ended
31 Dec
s2010
Finance costs:
Interest on loans, overdraft and finance leases (1,710) (3,079)
Interest imputed on deferred consideration (190) (241)
Interest payable on deferred consideration (641) (705)
  (2,541) (4,025)
Fee income:
Deposit interest receivable 308 185
 
 
Net financing costs (2,233) (3,840)

5. Income taxes

£000’s year ended
31 Dec
2011
year ended
31 Dec
2010
Current tax
UK corporation tax 4,679 5,706
Foreign tax 8,524 5,092
  13,203 10,798
Deferred tax:
Origination and reversal of timing differences (1,687) 20
Effect of change in tax rate (176) (85)
  (1,863) (65)
 
Tax expense for the year 11,340 10,733

 

Tax credit in equity for the year (135) (85)
 
The tax expense for the year can be reconciled to the profit shown in the consolidated
income statement as follows:
 
£000’s 2011 2010
Profit before tax 40,451 42,469
Tax at the UK effective rate of 26.5% (2010: 28%) 10,720 11,891
Expenses not deductible for tax purposes 627 259
Revaluation of investment in associate not taxable (395) -
Negative goodwill not taxable (2,403) -
Acquisition consideration treated as
remuneration not deductible for tax purposes
2,453 -
Different tax rates applied in overseas
jurisdictions
1,123 659
Effect of change in tax rates (249) (85)
Effect of change in Australian tax law (238) (1,754)
Prior year adjustments (298) (237)
Total tax expense for the year 11,340 10,733

The Group’s effective tax rate reduced to 26.5% in 2011 as the UK rate of corporation tax reduced from 28% to 26% on 1 April 2011.

Tax Laws Amendment (2010 Measures No.1) Act 2010 was enacted in Australia during July 2010 and amends the tax treatment of certain assets acquired in business combinations. The impact is to retrospectively reduce the income tax liability for the head company of the Australian tax group for the years ended 31 December 2007 and 2009 when acquisitions entered the tax group. The tax expense for 2011 is reduced by £238,000 (2010: £1,754,000) in relation to the impact of this legislation.

The Budget announced by the Chancellor of the Exchequer on 23 March 2011 included changes to the main rates of tax for UK companies. The main rate of corporation tax will reduce to 25% from 1 April 2012. The reduction to 25% is included in the Finance (No.3) Bill 201-11. This change of rate became substantively enacted for the purposes of IAS12 - ‘Income Taxes’ on 5 July 2011 when the bill received its third reading in the House of Commons. The group has remeasured its UK deferred tax assets and liabilities at the end of the reporting period at 25%. This has resulted in recognition of a deferred tax credit of £176,000 in the income statement and recognition of a deferred tax credit of £216,000 in equity.

The Chancellor has also announced his intention to reduce the rate of corporation tax by 1% per year to 23% by 1 April 2014. As these changes have not been substantively enacted at 31

December 2011 they have not been recognised in the financial statements. Had these changes been enacted, the cumulative effects would have been creits to the income statement of £91,000 (24%), or £182,000 (23%), and credits to equity of £179,000 (24%) or £358,000 (23%).

6. Earnings per share

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

  year ended
31
Dec
year ended
31
Dec
£000’s / 000’s 2011 2010
 
Profit attributable to ordinary shareholders 29,111 31,736
 
Weighted average number of ordinary shares for the
purposes of basic earnings per share
215,727 214,737
Effect of employee shares schemes 1,547 1,311
Diluted weighted average number of ordinary shares 217,274 216,048
 
Basic earnings per share (pence) 13.49 14.78
Diluted earnings per share (pence) 13.40 14.69

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

£000’s year ended
31 Dec
2011
year ended
31 Dec
2010
 
Profit attributable to ordinary shareholders 29,111 31,736
Amortisation of acquired intangibles and transaction
related costs (note 3)
10,361 5,524
Tax on amortisation of acquired intangibles and
transaction related costs
(3,256) (1,598)
Change in Australia tax law (note 5) (238) (1,754)
Adjusted profit attributable to ordinary shareholders 35,978 33,908
 
Adjusted basic earnings per share (pence) 16.68 15.79
Adjusted diluted earnings per share (pence) 16.56 15.69

7. Other reserves

£000’s Merger
reserve
Employee
trust
Translation
reserve
Total
 
At 1 January 2010 20,687 (4,419) 23,251 39,519
Changes in equity during 2010
Exchange differences - - 6,978 6,978
Issue of new shares 569 (1,485) - (916)
At 31 December 2010 21,256 (5,904) 30,229 45,581
 
Changes in equity during 2011:
Exchange differences - - (811) (811)
Issue of new shares - (1,115) - (1,115)
Purchase of own shares - (356) - (356)
At 31 December 2011 21,256 (7,375) 29,418 43,299

8. Notes to the consolidated cash flow statement

  year ended
31 Dec
year ended
31 Dec
£000’s 2011 2010
 
Operating profit 42,684 46,309
Adjustments for:
Depreciation 8,032 7,556
Amortisation of acquired intangibles 10,839 5,524
Negative goodwill (9,067) -
Contingent consideration treated as remuneration 9,256 -
Share based payment expense 2,431 1,626
Loss/(profit) on sale of property, plant and equipment 27 (1,579)
Share of profit of associates (24) (335)
Revaluation of investment in associate (1,490) -
  62,688 59,101
Increase in trade and other receivables (3,924) (7,981)
Increase in trade and other payables 12,289 6,754
Cash generated from operations 71,053 57,874

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 2011

£000’s At 31 Dec
2010
Cash flow Acquisitions Foreign
exchange
At 31 Dec
2011
 
Cash and cash equivalents 13,933 10,884 - (359) 24,458
Bank loans (41,816) (2,222) (1,239) (428) (45,705)
Finance lease creditor (3,654) 1,410 - (32) (2,276)
 
Net borrowings (31,537) 10,072 (1,239) (819) (23,523)

The cash balance includes £3,304,000 (2010: £1,079,000) that is restricted in its use.

9. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group during 2011:

Entity acquired Date of
acquisition
Place of
incorporation
Percentage
of
entity
acquired
Nature of business
acquired
Evans Hamilton Inc 17 Feb USA 100% Oceanographic consultancy
Nautilus Group 1 Mar UK/USA 100% Training
Terranean Mapping Technology Pty 31 Mar Australia 50% Surveying
Espey Consultants Inc 12 Oct USA 100% Water consultancy
Applied Science Associates Inc 27 Oct USA 100% Oceanographic consultancy

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

£000’s EHI TMT Nautilus Espey ASA Total
Intangible assets:
Order book 287 129 2,163 165 361 3,105
Customer relationships 2,618 832 15,954 1,268 1,557 22,229
Intellectual property - 303 - - 2,198 2,501
Trade names - - 704 108 - 812
Non compete agreements - - 547 - - 547
Software - - - - 1,121 1,121
PPE 448 175 82 135 559 1,399
Cash 473 239 2,640 103 494 3,949
Other assets 1,015 479 3,919 1,907 3,520 10,840
Borrowings (1,168) (42) - (29) - (1,239)
Other liabilities (2,263) (916) (10,322) (984) (2,468) (16,953)
Net assets acquired 1,410 1,199 15,687 2,673 7,342 28,311
Positive goodwill 1,462 1,632 - - - 3,094
Negative goodwill - - (5,137) (391) (3,139) (8,667)
Consideration treated as capital 2,872 2,831 10,550 2,282 4,203 22,738
 
Satisfied by:
Fair value of original investment - 1,699 - - - 1,699
Initial cash consideration 2,872 1,132 10,550 2,282 4,203 21,039
Deferred consideration - - - - - -
Consideration treated as capital 2,872 2,831 10,550 2,282 4,203 22,738
Contingent deferred consideration treated as remuneration 2,530 567 8,061 1,501 4,203 16,862
Total consideration 2,402 3,398 18,611 3,783 8,406 39,600

Positive goodwill arising of £3,094,000 represents the value of the accumulated workforce associated with these acquisitions. There is tax deductible goodwill arising of £3,647,000.

The total fair value of receivables acquired was £8,570,000. The gross contractual receivables acquired were £8,736,000 and £166,000 was estimated irrecoverable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £8,570,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

The Group previously held a 50% investment in Terranean Mapping Technology Pty and has acquired the remaining 50% in 2011. The gain recognised on the revaluation to fair value of RPS’s original 50% holding in that company was £1,490,000. This is included within “amortisation of acquired intangibles and transaction related costs”.

The Group incurred acquisition-related costs of £823,000, which have been expensed through the consolidated income statement and included within “amortisation of acquired intangibles and transaction related expenses”. In 2010, acquisition costs of £324,000 were incurred and included within “reorganisation costs”.

The contribution of the acquisitions to the Group’s results for the year is given below:

£000’s Revenue Operating
profit
EHI 3,628 (62)
Nautilus 12,645 531
TMT 2,513 277
Espey 1,221 60
ASA 1,142 98
  21,149 904

The proforma Group revenue and operating profit assuming all acquisitions had been completed on the first day of the year would have been £542,193,000 and £38,289,000 respectively.

IFRS 3 (2008) “Business Combinations” became applicable to the Group with effect from 1st January 2010. The Group reviewed the requirements of this standard and determined that deferred consideration could continue to be treated as consideration for the acquisition and therefore capitalised. In 2011 the Group’s new auditors, who interpret this standard differently, advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

This revised treatment of deferred consideration impacts the Group accounts in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement and a corresponding accrual has been recognised in the balance sheet under “deferred consideration”.

The Group has calculated the impact of this revised treatment on the 2010 accounts and has determined that it is not material as omitting that information from the comparative results in the Report and Accounts for 2011 would not influence the decisions that users make about the Group. Therefore the 2010 accounts have not been restated and the impact has been included in the 2011 accounts.

A reconciliation of the goodwill movement in 2011 in respect of the acquisitions in 2010 and 2011 is given in the table below.

£000’s HBI Aquaterra Boyd EHI TMT
Goodwill at 1 January 2011 379 4,409 3,720 - -
Additions through acquisition - - - 1,462 1,632
Adjustments to opening balance sheet 3 (295) - - -
Reclassification of deferred consideration (169) (3,550) (3,720) - -
Foreign exchange gains and losses - (408) - 47 37
Goodwill at 31 December 2011 213 156 - 1,509 1,669

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

The total reduction to goodwill as a result of the reclassification of deferred consideration in respect of the 2010 acquisitions, HIB, Aquaterra and Boyd is £7,439,000.

The negative goodwill recognised on 2011 acquisitions was £8,667,000 and together with the negative goodwill recognised on Boyd of £400,000 the total credit to the Consolidated Income Statement in respect of negative goodwill in 2011 was £9,067,000.

10. Deferred consideration

£000’s As at 31
December
2011
As at 31
December
2010
Amount due within one year 10,327 9,873
Amount due between one and two years - 7,530
Amount due between two and five years - 1,131
Total deferred consideration 10,327 18,534
Less amount due for settlement within 12 months (10,327) (9,873)
Amount due for settlement after 12 months - 8,661

The amount due as at 31 December 2011 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £5,697,000 (31 December 2010: £nil).

11. Commitments and contingencies

The Group has completed a number of acquisitions since 1 January 2010 where deferred consideration payments to vendors are contingent on the vendors’ continued employment with the Group and so are recognised as employment costs over the deferred consideration period. The Group consider it probable that these deferred consideration payments will be paid.

The total cash commitments in respect of contingent deferred consideration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant, are disclosed in the table below:

£000’s Cash
commitment
Remuneration
charge
2012 10,341 8,879
3013 7,760 5,962
2014 3,563 1,126
  21,664 15,967

The balance sheet at 31st December 2011 includes, within deferred consideration amount due within one year, contingent deferred consideration remuneration expense accrued but not paid totalling £5,697,000.

12. Post balance sheet events

Since the year end the Group has exchanged contracts to dispose of that part of Built and Natural Environment Europe, which provides facilities management support to clients in Ireland. The consideration for the goodwill and contracts is €1,500,000. Certain other assets of the business will be sold at net book value whilst trade receivables will be retained and certain liabilities will be assumed by the acquirer. All staff engaged directly in this business are expected to transfer to the acquirer. Subject to a TUPE process, this disposal will complete in late March.

13.

The financial information set out above does not constitute the company’s full statutory accounts for the year ended 31 December 2011 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 2010 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor’s report did not contain statements under the Companies Act 2006, s498 (2) or (3).

14.

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 2012 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.

15.

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 will be described in the Group’s Report and Accounts. These risks include the continuing uncertainty in global economic outlook which inevitably increases the risks to which the Group is exposed, a material adverse occurrence preventing the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions, failure to replace bank facilities and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2011

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

06 Mar

On 05 March 2012 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 March 2012 £2.255 per share

Allotment of Matching Shares 01 March 2012 £2.255 per share

Total number of Partnership, Matching and Dividend shares held on 01 March 2012

Gary
Young
55 55 11,725
Philip
Williams
55 55 6,163
Alan
Hearne
55 55 8,518

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.

Click here to download pdf

Voting Rights and Capital

29 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 218,668,370 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (181,551) from those announced on 31 January 2012 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 218,668,370.

The above figure (218,668,370) 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 February 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

TR-1: Notification of Major Interest in Shares

15 Feb


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

Other (please specify): (No)

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

Kames Capital

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

N/A

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

13th January 2012

6. Date on which issuer notified:

14th February 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
GB0007594764 10,909,283 10,909,283

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
GB0007594764 8,611,295 8,611,295 2,435,988 3.94% 1.11%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right

N/A

N/A N/A N/A N/A

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
Contract for
Difference
N/A N/A N/A 0 Nominal Delta
0.00% 1

Total (A+B+C)


Number of voting rights 11,047,283
Percentage of voting rights 5.05%

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

Kames Capital:-

Kames Capital plc
Kames Capital Management Lld
Kames Capital ICVC
Kames Capital VCIC

Proxy Voting:

10. Name of the proxy holder:

Kames Capital

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

N/A

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

N/A

13. Additional information:

N/A

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Wendy Dunsmore

15. Contact telephone number:

0131 549 3706


SIP Announcement

06 Feb


On 03 February 2012 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 February 2012 £2.194 per share

Allotment of Matching Shares 001 February 2012 £12.194 per share

Total number of Partnership, Matching and Dividend shares held on 01 February 2012

Gary
Young
57 57 11,615
Philip
Williams
57 57 6,053
Alan
Hearne
57 57 8,408

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.

TR-1: Notification of Major Interest in Shares

02 Feb


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

Other (please specify): (No)

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

Kames Capital

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

N/A

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

31st January 2012

6. Date on which issuer notified:

02nd February 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
GBOO07594764 10,912,283 10,912,283

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
GB0007594764 8,498,295 8,498,295 2,410,988 3.89% 1.10%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right

N/A

N/A N/A N/A N/A

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction

 

 

Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
Contract for
Difference
N/A N/A N/A 0 Nominal Delta
0.00% 1

Total (A+B+C)


Number of voting rights 10,909,283
Percentage of voting rights 4.99%

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

Kames Capital:-

Kames Capital plc
Kames Capital Management Lld
Kames Capital ICVC
Kames Capital VCIC

Proxy Voting:

10. Name of the proxy holder:

Kames Capital

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

N/A

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

N/A

13. Additional information:

N/A

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Wendy Dunsmore

15. Contact telephone number:

0131 549 3706


Voting Rights and Capital

31 Jan


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

RPS Group plc's capital consists of 218,486,819 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (348,546) from those announced on 23 December 2011 relate to the Share Incentive Plan scheme and the Performance Share Plan scheme.

Therefore, the total number of voting rights in RPS Group plc is 218,486,819.

The above figure (218,486,819) 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 Januray 2012

ENQUIRIES

RPS Group plc

Nicholas Rowe, Company Secretary

Tel: 01235 863 206

TR-1: Notification of Major Interest in Shares

18 Jan


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

Other (please specify): (No)

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

Kames Capital

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

N/A

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

17th January 2012

6. Date on which issuer notified:

18th January 2012

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

5%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE Situation previous to the Triggering transaction
  Number of shares Number of voting rights
GB0005794764 10,877,283 10,877,283

 

(UNDER S-198 ON 02/02/04)

Resulting situation after the triggering transaction


Class/type of shares if possible using the ISIN CODE Number of shares Number of voting rights % of voting rights
  Direct Direct Indirect Direct Indirect
GB0005794764 8,501,295 8,501,295 2,410,988 3.90% 1.10%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction



Type of financial instrument Expiration Date Exercise/Conversion Period/ Date Number of voting acquired if the instrument is exercised/
converted.
% of voting right

N/A

N/A N/A N/A N/A

C: Financial Instruments with similar seonomic effect to Qualifying Fincial Instruments

Resulting situation after the triggering transaction



Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting rights
instrument refers to
% of voting rights
Contract for
Difference
N/A N/A N/A 0 Nominal Delta
0.00% 1

Total (A+B+C)


Number of voting rights 10,912,283
Percentage of voting rights 5.00%

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

Kames Capital:-

Kames Capital plc
Kames Capital Management Lld
Kames CapitallCVC
Kames Capital VCIC

Proxy Voting:

10. Name of the proxy holder:

Kames Capital

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

N/A

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

N/A

13. Additional information:

N/A

FIRST NOTIFICATION UNDER DTR SOURCEBOOK

14. Contact name:

Wendy Dunsmore

15. Contact telephone number:

0131 549 3706


SIP Announcement

09 Jan


On 09 January 2012 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 04 January 2012 £1.796 per share

Allotment of Matching Shares 005 January 2012 £1.796 per share

Total number of Partnership, Matching and Dividend shares held on 05 January 2012

Gary
Young
70 70 11,501
Philip
Williams
70 70 5,939
Alan
Hearne
70 70 8,294

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.

Block Listing Six Monthly Return

03 Jan


Name of applicant: RPS Group Plc
Name of scheme: Long Term Incentive Plan Scheme, Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 July 2011 To: 31 December 2011
Balance of unallotted securities under scheme(s) from previous return: 2,428,880
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): N/A
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 483,248
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,945,632
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016