Archived Announcements

Director Declaration

23 Dec

RPS Group Plc (the ‘Company’) announces that Andrew Page, a Non-Executive Director of the Company has been appointed as a Non-Executive Director of JP Morgan Emerging Markets Investment Trust Plc with effect from 15 January 2015.
 
This announcement is made pursuant to 9.6.14R of the Listing Rules.

23 December 2014

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

Voting Rights and Capital

23 Dec


In conformity with the Transparency Directive’s transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc’s capital consists of 221,347,707 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (75,857) from those announced on 28 November 2014 relate to the Company’s Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,347,707.
 
The above figure (221,347,707) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA’s Disclosure and Transparency Rules.

23 December 2014

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


TR-1: Notification of Major Interest in Shares - Standard Life

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

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

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

Other (please specify): (No)

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

Standard Life Investments (Holdings)
Limited (Parent Company) -4.921%
comprised of:
Standard Life Investments Limited - 4.921%
Ignis Investment Services Limited - 0%

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

Vidacos Nominees\HSBC

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

4 December 2014.

6. Date on which issuer notified:

5 December 2014.

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

3%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

GB0007594764

Situation previous to the triggering transaction

Number of Shares

Number of Voting Rights

10,287,207

10,287,207

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Percentage of voting rights

Direct

Indirect

Direct

Indirect

10,889,490

6,823,686

4,065,804

3.084

1.837


B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/Conversion Period

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

Number of voting rights instrument refers to

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

10,889,490

4.921


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

Standard Life Investments (Holdings)
Limited (Parent Company) -4.921%
comprised of:
Standard Life Investments Limited - 4.921%
Ignis Investment Services Limited - 0%

Proxy Voting:

10. Name of the proxy holder:

 

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

 

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

            


13. Additional information:

 

14. Contact name:

GIOS@standardlife.com
Standard Life Investments Ltd
 

15. Contact telephone number:

(0131) 245 6565
 


TR-1: Notification of Major Interest in Shares - Kames Capital

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

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

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

Other (please specify): (No)

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

Kames Capital.

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

 

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

4 December 2014.

6. Date on which issuer notified:

8 December 2014.

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

3%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

GB0007594764

6,672,809

6,672,809

5,216,833

5,216,833

955,976

2.35%

0.43%


B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

6,172,809

2.78%


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

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:

 

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

            


13. Additional information:

 

14. Contact name:

IMS Supervisor / Manager
 

15. Contact telephone number:

0131 549 3706
 


SIP Announcement

04 Dec


On 02 December 2014 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:-

4 December 2014

  Purchase of Shares on 02 December 2014 £2.313 per share Allotment of Matching Shares 02 December 2014 £2.313 per share Total number of Partnership, Matching and Dividend shares held on 02 December 2014
Gary Young 54 54 16,199
Philip Williams 54 54 10,131
Alan Hearne 54 54 12,701

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 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 221,271,850 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (110,126) from those announced on 31 October 2014 relate to the Company's Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 221,271,850.

The above figure (221,271,850) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

28 November 2014

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


SIP Announcement

17 Nov


On 11 November 2014 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 11 November 2014 2.353 per share Total number of Partnership, Matching and Dividend shares held on 11 November 2014
Gary Young 269 16,091
Philip Williams 166 10,023
Alan Hearne 209 12,593

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 - Kames Capital

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

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

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

Other (please specify): (No)

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

Kames Capital.

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

 

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

3 November 2014.

6. Date on which issuer notified:

5 November 2014.

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

4%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

GB0007594764

8,856,029

8,856,029

7,159,259

7,159,259

1,600,167

3.24%

0.72%


B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

8,759,426

3.96%


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

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:

 

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

            


13. Additional information:

 

14. Contact name:

IMS Supervisor / Manager
 

15. Contact telephone number:

0131 549 3706
 


SIP Announcement

05 Nov


On 03 November 2014 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

05 November 2014

  Purchase of Shares on 03 November 2014 £2.33 per share Allotment of Matching Shares 03 November 2014 £2.33 per share Total number of Partnership, Matching and Dividend shares held on 03 November 2014
Gary Young 54 54 15,822
Philip Williams 54 54 9,857
Alan Hearne 54 54 12,384

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

05 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 221,161,724 ordinary shares with voting rights.  RPS Group plc does not hold any shares in Treasury.  The increase in the number of shares (44,819) from those announced on 30 September 2014 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,161,724.
 
The above figure (221,161,724) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

31 October 2014

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


Interim Management Statement

30 Oct

Interim Management Statement (30 October 2014)

On track for good growth in 2014 on a constant currency basis.

Full year dividend again to be increased 15%.

Continuing investment has strengthened our international platform providing significant growth opportunities.

On a constant currency basis we expect to deliver good profit growth for the full year. Currency volatility, as well as the uncertainty affecting the oil and gas sector, make it difficult to anticipate the full year outturn with precision. However, year to date trading suggests we are on track to achieve market expectations.

We have committed about £31 million to acquisitions since 30 June 2014. We anticipate this and the investments committed to in the first half (about £32 million) should help deliver a good performance in 2015. Our balance sheet remains strong, enabling us to continue to invest in our long term strategy.

Energy

We continued to benefit from our excellent reputation and prominent position in the oil and gas sector in many parts of the world and also experienced good demand for our transaction support and asset valuation advice. During the second quarter some of our clients began to manage expenditure more tightly; against the background of a rapidly falling oil price, this trend continued into the third quarter. As previously reported, our trading was also affected by the political disruption in the Middle East, which caused clients to delay investment, particularly in Kurdistan/Iraq.

Until markets stabilise our flexible business model and strong market presence should ensure a robust performance. With global demand for energy resources set to grow substantially in coming years, we remain well positioned in an attractive, long term market.

Built and natural environment

Europe: Those activities which assist clients develop new capital projects, particularly our planning and development business, continued to benefit both from improving market conditions and client confidence. Those exposed to operational environments, such as providing environment management advice, continue to need to offer an efficient, cost effective service to assist clients manage tight budgets.

The acquisition of CgMs (announced on 11 August) has extended the range of our UK planning activities and will assist the strategic development of this fast growing business. It is being integrated rapidly, is likely to make a good contribution this year and should add materially to our result next year.

North America: We remain well positioned in attractive sectors of the expanding North American market. The acquisition of GaiaTech (announced on 20 May 2014) was an important step in the development of this business, giving us access to new markets and geography. It has integrated well and is beginning to make an important contribution. Those parts of the business closest to oil and gas E&P activities experienced the expenditure tightening from clients seen in the Energy business. In the most buoyant part of our market, the permitting and licensing of industrial facilities, staff retention became difficult in the first half. However, this team is now being successfully rebuilt.

Australia, Asia Pacific

Throughout this year our mining and energy clients in AAP have remained focused on operational efficiency rather than capital expenditure on new project development. As a result a number of projects have been delayed or cancelled, with this trend continuing into the second half. We have, therefore, continued to reduce our cost base.

Our position in the more active development sector of the economy has been reinforced with the acquisition of Point, a leading project management consultancy (announced on 18 September). Although only part of the Group for a short period it will make a helpful contribution this year. In 2015 its contribution will be material to the segment as a whole.

Debt, Funding and Dividend

The Group balance sheet remains strong. We have issued notes with an aggregate value of £51 million under our seven year facility with Pricoa, giving us total facilities of £176 million. Net bank debt at the 30 September 2014 was £83.5 million (30 June 2014: £63.8 million). The Group has ample facilities to continue to implement its acquisition strategy. The Board intends to increase the dividend 15% again for the full year.

Brook Land (Group Chairman) commented:

“Throughout 2014 we have been impacted by factors outside our control, particularly the strength of sterling, significantly reduced investment in the resources markets and unrest in the Middle East. Nonetheless, we are likely to deliver good growth on a constant currency basis, once again illustrating the robustness of our strategy and the quality of our staff and management.”

“The acquisition of a number of high quality businesses this year positions us well to achieve in 2015 the potential our strategy is capable of delivering.”

30 October 2014

 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, Norway, 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  
   
Instinctif Partners 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. Statements in respect of the Group’s performance in 2014 in the year to date are based upon unaudited management accounts for the period January to September 2014. Nothing in this announcement should be construed as a profit forecast. 

TR-1: Notification of Major Interest in Shares - Aberforth Partners

28 Oct

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

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

Other (please specify): (No)

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

Aberforth Partners LLP.

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

Shareholder:

1. Aberforth Smaller Companies Trust plc

2. Aberforth UK Small Companies Fund

3. Aberforth Geared Income Trust plc

Shares:

7,820,755

1,268,161

2,049,400


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

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

27 October 2014.

6. Date on which issuer notified:

28 October 2014.

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

5%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

Ordinary GB0007594764

Below 5%

Below 5%

11,138,316

N/A

11,138,316

N/A

5.04


B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

N/A

N/A

N/A

N/A

N/A


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A


Total (A+B+C)

Number of voting rights

Percentage of voting rights

11,138,316

5.04%


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

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:

 

14. Contact name:

Pauline Robson, Aberforth Partners LLP
 

15. Contact telephone number:

0131 220 0733
 


TR-1: Notification of Major Interest in Shares - F&C Management Ltd

13 Oct

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

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

Other (please specify): (No)

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

F&C Management Ltd (Part of BMO Financial Group).

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

See Box 9 below.

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

6 October 2014.

6. Date on which issuer notified:

7 October 2014.

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

5%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

Ord shs GB0007594764

11,989,528

11,989,528

10,673,037

 

10,673,037

 

4.82%


B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

10,673,037

4.82%


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

F&C Asset Management plc:- Client

No. of voting rights

% of total voting rights

Registration name

FL Stewardship Fund No Other client holds >3%

6,666,717

3.01%

HSBC GS Nominees Limited


 

Proxy Voting:

10. Name of the proxy holder:

F&C Management Ltd Part of BMO Financial Group

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

 

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

            


13. Additional information:

Based on TVR of 221,116,905 as per company announcement on 30th September 2014.

14. Contact name:

Vik Sharma, F&C Management Ltd Part of BMO Financial Group
 

15. Contact telephone number:

0131 718 1094
 


SIP Announcement

06 Oct


On 01 October 2014 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

  Purchase of Shares on 01 October 2014 £2.51 per share Allotment of Matching Shares 01 October 2014 £2.51 per share Total number of Partnership, Matching and Dividend shares held on 01 October 2014
Gary Young 50 50 15,714
Philip Williams 50 50 9,749
Alan Hearne 50 50 12,276

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 - Montanaro Asset Management Ltd

30 Sep

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

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

Other (please specify):(No)

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

Montanaro Asset Management Limited.

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

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

25th September 2014.

6. Date on which issuer notified:

26th September 2014.

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

4%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

GB0007594764

9,037,101

9,037,101

8,537,101

8,537,101

 

3.86%

 

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

8,537,101

3.86%


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

 

Proxy Voting:

10. Name of the proxy holder:

 

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

 

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

            


13. Additional information:

14. Contact name:

Matthew Francis, Montanaro
 

15. Contact telephone number:

020 7448 8600
 


Voting Rights and Capital

30 Sep


In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 221,116,905 ordinary shares with voting rights.  RPS Group plc does not hold any shares in Treasury.  The increase in the number of shares (43,243) from those announced on 29 August 2014 relate to the Company’s Share Incentive Plan and Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,116,905.
 
The above figure (221,116,905) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

30 September 2014

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


Acquisition of Point Project Management Pty Ltd

18 Sep

RPS announces the acquisition of Point Project Management Pty Ltd ("Point"), an Australian project management consultancy, for a maximum consideration of A$31.0 million (£17.6 million).

Founded in 2006, Point is headquartered in Canberra and has offices in 7 other major Australian cities. The company, which employs over 130 permanent staff, works primarily on projects to deliver new developments for its clients, from inception, through planning and design, to completed construction. It provides these services to the defence, transport, residential, retail, health and commercial property development industries.

The two director/vendors of the business are remaining with RPS, along with all other staff.

In the year to 30 June 2014, Point had revenues of A$32.5 million (£18.5 million) and profit before tax of A$6.2 million (£3.6 million), after adjustment for non-recurring items. Net assets at 30 June 2014 were A$1.6 million (£0.9 million). Gross assets at 30 June 2014 were A$10.3 million (£5.9 million).

RPS is acquiring the entire share capital of Point for a maximum total consideration of A$31.0 million (£17.6 million), all payable in cash. Consideration paid to the vendors at completion was A$18.8 million (£10.7 million). Subject to certain operational conditions being met, two further sums of A$6.1 million (£3.5 million) will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"Point has an excellent reputation and track record, particularly in the Australian defence sector. Its skills will complement the services RPS currently provides in Australia and enable us further to rebalance our business towards the non-resources parts of the economy."

"We anticipate Point will add to AAP profit in the second half of 2014 and make a significant contribution in 2015. The 2014 contribution is likely to be tempered at Group level by the reduced activity we are seeing in our Energy business in the Middle East as a result of political unrest in Kurdistan/Iraq."

18 September 2014

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

SIP Announcement

08 Sep


On 05 September 2014 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 2014 £2.855 per share Allotment of Matching Shares 05 September 2014 £2.855 per share Total number of Partnership, Matching and Dividend shares held on 05 September 2014
Gary Young 43 43 15,614
Philip Williams 43 43 9,649
Alan Hearne 43 43 12,176

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

Voting Rights and Capital

29 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 221,073,662 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (41,582) from those announced on 31 July 2014 relate to the Company’s Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,073,662.
 
The above figure (221,073,662) 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 FCA's Disclosure and Transparency Rules.

29 August 2014

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


Acquisition of CgMs Holdings Ltd

11 Aug

RPS announces the acquisition of CgMs Holdings Limited and its subsidiary company CgMs Limited (together “CgMs”), a UK based consultancy providing planning and development services primarily to the residential, retail and commercial property development industries, for a maximum consideration of £13.0 million.

Founded in 1997, CgMs has offices in London, Cheltenham, Newark, Manchester and Edinburgh. The companies, which employ 112 permanent staff, work primarily on projects associated with achieving planning consents for the UK property industry. They provide strategic and detailed urban planning advice, as well as advising on historic buildings and heritage assets. The RPS Board sees excellent opportunities in these markets as the planning and development sector emerges from the recession.

Six of the seven vendors of the business are remaining with RPS; the other vendor will retire shortly after completion.

In the year to 30 June 2014, CgMs had revenues of £16.7 million, fee income of £11.2 million and profit before tax of £2.1 million, after adjustment for non-recurring items. Net assets at 30 June 2014 were £2.3 million. Gross assets at 30 June 2014 were £6.0 million.

RPS is acquiring the entire share capital of CgMs for a maximum total consideration of £13.0 million, all payable in cash. Consideration paid to the vendors at completion was £7.0 million. Subject to certain operational conditions being met, two further sums of £3.0 million will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"CgMs has an excellent reputation and track record. Its skills will complement the services RPS currently provides to the property development sector. Following a period of integration we anticipate CgMs will make a significant contribution to our BNE: Europe business in 2015 and beyond."

11 August 2014

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Instinctif  
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, Norway, 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.

SIP Announcement

08 Aug


On 07 August 2014 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 August 2014 £2.487 per share Allotment of Matching Shares 07 August 2014 £2.487 per share Total number of Partnership, Matching and Dividend shares held on 07 August 2014
Gary Young 51 51 15,528
Philip Williams 51 51 9,563
Alan Hearne 51 51 12,090

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 - Greater Manchester Pension Fund

05 Aug

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: (No)

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

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

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

Other (please specify): A change in the total voting rights. (Yes)

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

Tameside MBC re Greater Manchester Pension Fund.

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

Chase Nominees Ltd A/C TMBC1.

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

1 August 2014.

6. Date on which issuer notified:

4 August 2014.

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

Above 3%.


8.Notified details:

A: Voting rights attached to shares viii,ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights x

Direct

Direct xi

Indirect xiii

Direct

Indirect

3p ORD GB0007594764

Below 3%

Below 3%

6934446

6934446

 

3.14

 

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/Conversion Period xiv

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

Percentage of voting rights

 

 

 

 

 


C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

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

Percentage of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

6934446

3.14


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

 

Proxy Voting:

10. Name of the proxy holder:

 

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

 

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

            


13. Additional information:

The fund manager of this asset is: UBS Global Asset Management

14. Contact name:

Nick Livingstone
 

15. Contact telephone number:

0161 342 5038
 


Interim Results for the six months ended 30 June 2014

31 Jul

Interim Results for the six months ended 30 June 2014

PBTA ahead 11% on a constant currency basis. Agreement entered into for additional 7 year £50 million fixed rate loan. Interim dividend increased 15% for 21st consecutive year.

  2014 2013 2013(3)
Business Performance H1 H1 H1
Revenue (£m) 279.4 280.9 261.1
Fee income (£m) 248.6 241.8 224.9
PBTA (1) (£m) 31.4 30.2 28.2
Adjusted earnings per share (2)(basic) (p) 10.30 9.81 9.16
Dividend per share (p) 4.05 3.52 3.52
 
Statutory Reporting      
Profit before tax (£m) 21.7 21.0 19.8
Earnings per share (basic) (p) 6.99 6.53 6.17

(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) 2013 results restated at 2014 currency rates.

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

“On a constant currency basis our PBTA improved significantly. Our European business continued its steady growth. Conditions remained challenging in the Australian resources market and, during the period, some softness developed in parts of the oil and gas exploration and production sector. However, our business model again delivered robust results, with acquisitions making a significant contribution. RPS is financially strong. Following the recent agreement with Pricoa to provide additional long term debt we have ample resources to continue our growth strategy.”.

31 July 2014

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

RPS is an international consultancy providing 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, Norway, 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

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £31.4 million (2013: £30.2 million; £28.2 million on a constant currency basis). Profit before tax was £21.7m (2013: £21.0m; £19.8m on a constant currency basis). Basic earnings per share (before amortisation and transaction related costs) were 10.30 pence (2013: 9.81 pence; 9.16 pence on a constant currency basis). The strengthening of sterling caused a significant reduction in year on year profit growth. The contribution of the Group’s four segments was:

Underlying Profit(£m)(1) 2014 2013 2013(2)
  H1 H1 H1
Energy 18.3 16.7 15.8
 
Built and Natural Environment: Europe 10.1 9.6 9.4
Built and Natural Environment: North America 4.2 3.9 3.5
 
Australia Asia Pacific (“AAP”) 4.8 5.5 4.7
 
Total 37.4 35.7 33.4

(1) as defined in note 3; stated before reorganisation costs of £1.0m (2013: £1.1m)

(2) 2013 results restated at 2014 currency rates.

Group central costs were £3.4 million, (2013: £3.4 million) and finance charges were £1.7 million (2013: £1.0 million).

Funding and Dividend

Our balance sheet remains strong. We funded acquisition investment of £38.8 million in the period, including £20.2 million in respect of GaiaTech (announced on 20 May). Net bank borrowings at 30 June were £63.8 million (31 December 2013: £32.4 million). We have in place until 2016 a £125 million facility with Lloyds Bank Plc and have recently secured a US$150 million US private placement shelf facility with Pricoa. Initial notes with an aggregate value of £50 million, seven year term and 4% fixed coupon will be issued in September. Cash conversion was a little below the normal run rate as some major clients managed payment around their own half year. We expect the full year outcome to be at the normal level.

The Board remains confident about the Group’s financial strength and has, once again, increased the interim dividend by 15% to 4.05 pence per share (2013: 3.52 pence) payable on 16 October 2014 to shareholders on the register on 19 September 2014.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas exploration and production industry from bases in the UK, USA and Canada. These act as regional centres for projects undertaken in many other countries. The business delivered good growth in the first half.

  2014 2013 2013(2)
  H1 H1 H1
Fee income (£m) 104.1 87.8 83.3
Underlying profit(1) (£m) 18.3 16.7 15.8
Margin % 17.6 19.0 18.9

(1) as defined in note 3, stated before reorganisation costs of £nil (2013: £0.1m)

(2) 2013 results restated at 2014 currency rates.

We continued to benefit from our prominent position in the oil and gas sector in many parts of the world, as well as increasing demand for our advice from the financial services sector. The acquisitions made in 2013 are integrating well and will contribute to the delivery of another year of good growth for this business.

During the second quarter some of our clients began to manage expenditure more tightly and political instability in parts of the Middle East has slowed investment. The Canadian potash market, which turned down in the middle of 2013, remains subdued and has impacted the year on year performance.

With long term demand for energy resources set to grow significantly, the current softness in some markets should be relatively short lived. During this period our robust business model and strong market presence should ensure continued high performance.

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. In recent years we have developed extensive experience in respect of the infrastructure projects necessary to bring energy resources, both conventional and renewable, to market.

Europe

  2014 2013 2013(2)
  H1 H1 H1
Fee income (£m) 75.5 74.7 73.7
Underlying Profit(1) (£m) 10.1 9.6 9.4
Margin % 13.4 12.8 12.8

(1) as defined in note 3, stated before reorganisation costs of £0.1m (2013: £0.3m)

(2) 2013 results restated at 2014 currency rates

Our BNE business in Europe performed well in the first half of the year. Those activities which assist clients develop new capital projects, particularly our planning and development business, continued to benefit both from improving market conditions and client confidence. Those exposed to operational environments, such as providing environment management advice, continue to need to offer an efficient, cost effective service to assist clients manage tight budgets.

The acquisition of Clear Environmental Consultants (announced on 10 April) has extended the range of our UK water activities and will assist the strategic development of this business. We have agreed terms to bring a market leading planning and development business into the Group . This will support a growing part of the business, with excellent prospects. Overall, our European business remains on track to achieve growth this year.

North America

  2014 2013 2013(2)
  H1 H1 H1
Fee income (£m) 19.0 15.7 14.4
Underlying Profit(1) (£m) 4.2 3.9 3.5
Margin % 22.0 24.9 24.7

(1) as defined in note 3, stated before reorganisation costs of £nil (2013: £nil)

(2) 2013 results restated at 2014 currency rates

We remain well positioned in the expanding North American energy infrastructure market. The acquisition of HMA Land Services in September 2013 gave us access to the substantial pipeline development market. Those parts of the business closest to E&P activities also experienced some of the expenditure tightening from clients seen in the Energy business during the first half. In the most buoyant part of our market, permitting and licensing of facilities, staff retention and recruitment has become exceptionally difficult and staff losses caused significant disruption.

The acquisition of GaiaTech was an important step in the development of this business, giving us access to new markets and geography. It will make an important contribution in the second half and subsequent years. Opportunities remain to expand our North American business significantly both organically and by acquisition.

AAP

This business is a combination of the former BNE: AAP and the AAP component of Energy. They were brought together in 2013 to take advantage of the opportunities in the integrated energy and energy infrastructure markets and, specifically, help counter the impact of the slowdown in the resources sector on our businesses.

  2014 2013 2013(2)
  H1 H1 H1
Fee income (£m) 50.8 65.9 55.4
Underlying Profit(1) (£m) 4.8 5.5 4.7
Margin % 9.4 8.4 8.4

(1) as defined in note 3, stated before reorganisation costs of £nil (2013: £nil)

(2) 2013 results restated at 2014 currency rates

Throughout the first half our mining and energy clients in AAP remained focused on operational efficiency rather than capital expenditure on project development. As a result further projects have been delayed or cancelled. As expected, therefore, our level of activity in the first half was at a lower level than last year and we continued with the plan to reduce our cost base in order to improve efficiency.

The rebalancing of our business away from the resources sector has, however, continued positively. There has been increased optimism and investment in private and public sector urban development and infrastructure projects, particularly in and around Sydney and Melbourne. The second quarter, as a result, showed a significant improvement over the first and we currently anticipate the second half should see further improvement. In order to support this change of emphasis, we have agreed terms to acquire a consultancy with a strong public sector client base and offices in all major cities. It will make a significant contribution to the development of our business.

Group Prospects

Our flexible and robust business model has demonstrated in recent years that it is capable of generating growth in challenging circumstances. A number of acquisitions are under active consideration. The Board remains focussed on delivering a good result for the full year.

Board of Directors
RPS Group plc
31 July 2014

Condensed consolidated income statement

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s   2014 2013 2013
 
 
Revenue 3 279,376 280,850 567,614
Recharged expenses 3 (30,778) (39,006) (75,493)
Fee income 3 248,598 241,844 492,121
 
Operating profit before amortisation of acquired intangibles and transaction related costs 3 33,058 31,179 65,305
 
Amortisation of acquired intangibles and transaction related costs 4 (9,686) (9,174) (19,425)
 
Operating profit 3 23,372 22,005 45,880
 
Finance costs   (1,741) (1,006) (2,430)
Finance income   35 48 157
 
Profit before tax, amortisation of acquired intangibles and transaction related costs   31,352 30,221 63,032
 
 
Profit before tax   21,666 21,047 43,607
 
Tax expense 5 (6,348) (6,807) (14,987)
Profit for the period attributable to equity holders of the parent   15,318 14,240 28,620
 
 
Basic earnings per share (pence) 6 6.99 6.53 13.11
 
Diluted earnings per share (pence) 6 6.95 6.50 13.05
 
Adjusted basic earnings per share (pence) 6 10.30 9.81 20.22
 
Adjusted diluted earnings per share (pence) 6 10.25 9.76 20.14

Condensed consolidated statement of comprehensive income

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2014 2013 2013
 
Profit for the period 15,318 14,240 28,620
Exchange differences* (1,785) (1,706) (18,200)
Remeasurement of net defined benefit liability (256) - -
 
Total recognised comprehensive income for the period attributable to equity holders of the parent 13,277 12,534 10,420

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

Condensed consolidated balance sheet

 
  As at 30 June As at 30 June As at 31 December
£000’s Notes 2014 2013 2013
 
Assets        
Non-current assets        
Intangible assets   387,691 340,408 375,279
Property, plant and equipment 7 28,753 30,200 27,785
Deferred tax asset   3,630 - 2,018
    420,074 370,608 405,082
Current assets        
Trade and other receivables   170,075 162,064 161,741
Cash at bank   19,019 12,713 18,699
    189,094 174,777 180,440
Liabilities        
Current liabilities        
Borrowings   3,411 1,474 1,465
Deferred consideration   13,722 11,369 20,919
Trade and other payables   100,520 98,102 103,260
Corporation tax liabilities   3,932 1,638 3,058
Provisions   1,420 2,560 2,134
    123,005 115,143 130,836
Net current assets   66,089 59,634 49,604
Non-current liabilities        
Borrowings   79,440 31,973 49,602
Deferred consideration   11,690 6,910 14,923
Other creditors   2,747 3,022 2,471
Deferred tax   12,366 6,578 13,645
Provisions   2,009 1,469 2,007
    108.252 49,952 82,648
Net assets   377,911 380,290 372,038
 
Equity        
Share capital   9 6,630 6,600 6,619
Share premium   109,235 106,922 108,307
Other reserves 10 15,226 34,839 17,652
Retained earnings   246,820 231,929 239,460
Total shareholders’ equity   377,911 380,290 372,038

Condensed consolidated cash flow statement
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2014 2013 2013
 
Adjusted cash generated from operations 12 29,441 33,831 72,030
Deferred consideration treated as remuneration   (2,792) (4,204) (7,714)
Cash generated from operations   26,649 29,627 64,316
Interest paid   (1,503) (1,091) (1,991)
Interest received   35 48 157
Income taxes paid   (8,751) (11,381) (19,829)
Net cash from operating activities   16,430 17,203 42,653
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   (22,138) (11,178) (31,174)
Deferred consideration   (9,767) - (3,466)
Purchase of property, plant and equipment   (4,299) (4,722) (8,034)
Sale of property, plant and equipment   148 272 523
Net cash used in investing activities   (36,056) (15,628) (42,151)
 
Cash flows from financing activities        
Proceeds from issue of share capital   1 211 555
Proceeds from bank borrowings   26,870 2,935 18,609
Payment of finance lease liabilities   (117) (353) (580)
Dividends paid 11 (8,453) (7,308) (15,034)
Payment of pre-acquisition dividend   - (87) (247)
Net cash from/(used in) financing activities   18,301 (4,602) (3,303)
 
Net (decrease)/increase in cash and cash equivalents   (1,325) (3,027) (3,805)
 
Cash and cash equivalents at beginning of period   17,791 14,804 14,804
 
Effect of exchange rate fluctuations   (368) (12) (818)
 
Cash and cash equivalents at end of period   16,098 11,765 17,791
 
 
Cash and cash equivalents comprise:        
Cash at bank   19,019 12,713 18,699
Bank overdraft   (2,921) (948) (908)
 
Cash and cash equivalents at end of period   16,098 11,765 17,791

Condensed consolidated statement of changes in equity

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
At 1 January 2014 6,619 108,307 239,460 17,652 372,038
Total comprehensive income for the period - - 15,062 (1,785) 13,277
Issue of new ordinary shares 11 928 (296) (641) 2
Release of own shares - - - 756 756
Share based payment expense - - 1,047 - 1,047
Dividends - - (8,453) - (8,453)
 
At 30 June 2014 6,630 109,235 246,820 15,226 377,911
 
At 1 January 2013 6,587 106,198 224,959 36,070 373,814
Total comprehensive income for the period - - 14,240 (1,706) 12,534
Issue of new ordinary shares 13 724 (1,003) (281) (547)
Purchase of own shares - - - 756 756
Share based payment expense - - 1,041 - 1,041
Dividends - - (7,308) - (7,308))
 
At 30 June 2013 6,600 106,922 231,929 34,839 380,290

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 2014 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 2013 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 2013 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2013 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.

 

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

31 July 2014

3. Business segments

Segment information is presented in respect of the Group’s business segments which are reported to the Chief Operating Decision Maker.  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 noted in the March 2014 Interim Management Statement, HMA (a business acquired in August 2013) is now reported in the BNE North America Segment.  Previously it was reported in the Energy Segment.  Accordingly the December 2013 segmental results have been restated.

The segment results and the total segment assets table at 30 June 2013 have been restated to reflect the separate reporting of BNE North America segment and the integrated management and reporting of the Group’s BNE and Energy businesses in Australia Asia Pacific as announced in October 2013.

The business segments of the Group are as follows:

Energy – the provision of integrated technical, commercial and project management support and training in the fields of geoscience, engineering and health, safety and environmental on a global basis to the energy sector.

Built and Natural Environment (“BNE”) – consultancy services to many aspects of the property and infrastructure development and management sectors.  These include: environmental assessment, the management of water resources, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning.  Consulting services are provided on a regional basis in Europe and North America.

Australia Asia Pacific (“AAP”) – in the AAP region there is a single board that manages the BNE and Energy services we provide in that region.  Accordingly, the results of this business are reported as a separate segment.

Unallocated expenses – certain central costs are not allocated to the segments because either they predominantly relate to the running of the Group Head Office function or could only be allocated to the segments on an arbitrary basis, such costs include the remuneration and support costs of the main board and the costs of the Group Finance and marketing functions. 

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

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

“Reorganisation costs” comprises costs and income arising as a consequence of reorganisation including redundancy costs, profit or loss of disposal of plant, property and equipment, the costs of consolidating office space and rebranding costs.

Segment results for the period ended 30 June 2014:

£000’s Fees Expenses Intersegment revenue External Revenue
Energy 104,130 14,426 (328) 118,228
BNE - Europe 75,541 9,410 (372) 84,579
BNE - North America 19,017 2,319 (413) 20,923
AAP 50,843 4,843 (40) 55,646
Group eliminations (933) (220) 1,153 -
Total 248,598 30,778 - 279,376

£000’s Underlying profit Reorganisation costs Segment profit
Energy 18,304 - 18,304
BNE - Europe 10,140 (144) 9,996
BNE - North America 4,185 - 4,185
AAP 4,782 (853) 3,929
Total 37,411 (997) 36,414

Segment results for the period ended 30 June 2013 (restated):

£000’s Fees Expenses Intersegment revenue External revenue
Energy 87,797 17,206 (604) 104,399
BNE - Europe 74,682 9,504 (265) 83,921
BNE - North America 15,668 2,242 (464) 17,446
AAP 65,912 10,288 (1,116) 75,084
Group eliminations (2,215) (234) 2,449 -
Total 241,844 39,006 - 280,850

£000’s Underlying profit Reorganisation costs Segment profit
Energy 16,688 (52) 16,636
BNE - Europe 9,550 (259) 9,291
BNE - North America 3,907 - 3,907
AAP 5,528 (833) 4,695
Total 35,673 (1,144) 34,529

Segment results for the period ended 31 December 2013 (restated):

£000’s Fees Expenses Intersegment revenue External revenue
Energy 186,915 33,224 (1,141) 218,998
BNE - Europe 149,292 20,171 (603) 168,860
BNE - North America 32,664 5,117 (1,111) 36,670
AAP 127,194 17,380 (1,488) 143,086
Group eliminations (3,944) (399) 4,343 -
Total 492,121 75,493 - 567,614

£000’s Underlying profit Reorganisation costs Segment profit
Energy 36,403 (78) 36,325
BNE - Europe 19,164 (487) 18,677
BNE - North America 8,287 - 8,287
AAP 10,020 (1,192) 8,828
Total 73,874 (1,757) 72,117

Group reconciliation

£000’s 30 June 2014 30 June 2013 31 Dec 2013
 
Revenue 279,376 280,850 567,614
Recharged expenses (30,778) (39,006) (75,493)
Fees 248,598 241,844 492,121
 
Underlying profit 37,411 35,673 73,874
Reorganisation costs (997) (1,144) (1,757)
Segment profit 36,414 34,529 72,117
Unallocated expenses (3,356) (3,350) (6,812)
Operating profit before amortisation of acquired intangibles and transaction related costs 33,058 31,179 65,305
Amortisation of acquired intangibles and transaction related costs (9,686) (9,174) (19,425)
Operating profit 23,372 22,005 45,880
Net finance costs (1,706) (958) (2,273)
Profit before tax 21,666 21,047 43,607

Total segment assets were as follows:
 
£000’s 30 June 2014 30 June 2013 (restated) 31 December 2013 (restated)
 
Energy 199,583 149,474 198,910
BNE - Europe 229,044 229,401 219,112
BNE - North America 53,129 30,596 43,151
AAP 118,669 132,966 117,769
Unallocated 8,743 2,948 6,580
Total 609,168 545,385 585,522

4. Amortisation of acquired intangibles and transaction related costs

£000’s 30 June 2014 30 June 2013 31 December 2013
 
Amortisation of acquired intangibles 8,205 5,337 12,217
Contingent deferred consideration treated as remuneration 870 3,470 6,009
Deferred consideration fair value adjustment (66) - -
Third party advisory costs 677 367 1,199
Total 9,686 9,174 19,425

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 2014.  The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period.  Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

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

£000’s 30 June 2014 30 June 2013 31 December 2013
 
Current tax expense 7,977 8,332 16,448
Deferred tax credit (1,629) (1,525) (1,461)
Total tax expense in the income statement 6,348 6,807 14,987
 
Add back:      
Tax on amortisation of acquired intangibles and acquisition related costs 2,432 2,033 3,889
Adjusted tax charge on PBTA for the period 8,780 8,840 18,876
Tax rate on PBT 29.3% 32.3% 34.4%
Tax rate on PBTA 28.0% 29.3% 29.9%

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 2014 2013 2013
 
Profit attributable to ordinary shareholders 15,318 14,240 28,620
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 219,188 217,953 218,355
Effect of employee share schemes 1,105 1,034 909
Weighted average number of ordinary shares for the purposes of diluted earnings per share 220,293 218,987 219,264
 
Basic earning per share (pence) 6.99 6.53 13.11
 
Diluted earnings per share (pence) 6.95 6.50 13.05

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above, and are shown in the table below:


£000’s Six months ended 30 June 2014 Six months ended 30 June 2013 Year ended 31 Dec 2013
 
 
Profit attributable to ordinary shareholders 15,318 14,240 28,620
Amortisation of acquired intangibles and transaction related costs 9,686 9,174 19,425
Tax on amortisation of acquired intangibles and transaction related costs (2,432) (2,033) (3,889)
Adjusted profit attributable to ordinary shareholders 22,572 21,381 44,156
 
Adjusted basic earnings before per share (pence) 10.30 9.81 20.22
 
Adjusted diluted earnings per share (pence) 10.25 9.76 20.14

7. Property, plant and equipment

During the six months ended 30 June 2014 the Group acquired assets with a
cost of £5,497,000 (six months to 30 June 2013: £4,732,000), which includes £1,045,000  acquired through business combinations (six months to 30 June 2013: £89,000).  Assets with a net book value of £90,000 were disposed of during the six months ended 30 June 2014 (six months ended 30 June 2013: £86,000).

8. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2014:

Entity Business Segment Date of Acquisition Place of incorporation Percentageof entity acquired Nature of business acquired
 
Whelans Corporation Pty Ltd AAP 5 Feb 2014 Australia 100% Surveying
Clear Environmental Consultants Ltd BNE Europe 9 April 2014 UK 100% Water Consultancy
           
GaiaTech Holdings Inc BNE NA 15 May 2014 UK 100% Environmental Consultancy

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

£000’s Revenue Operating profit
Whelans 1,927 172
Clear 1,249 102
GaiaTech 1,459 273

Had the Group acquired these entities on the first day of the period, the Group estimates revenue would have been £285,469,000 and operating profit would have been £23,965,000.

The Group has allocated provisional fair values to the net assets acquired as follows:

 

£000’s Order book Customer relationships Brand PPE Cash Other assets Other liabilities Net assets acquired
Whelans 142 186 104 369 396 1,290 (1,209) 1,278
Clear 480 2,660 200 274 1,943 1,221 (2,057) 4,721
GaiaTech 143 4,477 327 402 1,702 5,511 (5,286) 7,276
  765 7,323 631 1,045 4,041 8,022 (8,552) 13,275

£000’s Initial cash consideration Contingent cash consideration Deferred cashl consideration Total consideration Net assets acquired Goodwill acquired
Whelans 1,443 - 619 2,062 1,278 784
Clear 6,841 1,156 - 7,997 4,721 3,276
GaiaTech 17,894 - - 17,894 7,276 10,618
  26,178 1,156 619 27,953 13,275 14,678

The consideration payable in future for Clear is contingent upon renewal of a key contract.  The payment made will be in the range of £nil to £1,500,000 and the fair value has been determined by estimating the likelihood of payment.

There was no tax deductable goodwill acquired.

Provisional values are given in the table above as information about facts or circumstances that existed at the acquisition date is incomplete.

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

The total fair value of receivables acquired was £5,668,000.  The gross contractual receivables acquired were £5,786,000 and £118,000 was estimated to be irrecoverable.

The vendors of the acquired companies have entered into indemnity arrangements with the Group.  The total undiscounted cash flow that could be receivable by the Group is between £nil and £5,668,000. As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

The Group incurred acquisition-related costs of £677,000 (6 months to 30 June 2013: £314,000), which have been expensed through the consolidated income statement and included within “amortisation of acquired intangibles and transaction related costs”.

A reconciliation of the goodwill movement in 2014 in respect of acquisitions completed in 2013 and 2014 is given below.

£000’s PEICE KR APASA HMA Ichron OEC Whelans Clear GT
Goodwill at 1 January 2014 3,007 1,399 1,955 6,997 5,538 17,273 - - -
Additions through acquisition - - - - - - 784 3,276 10,618
Adjustments to opening balance sheet - 9 - - - - - - -
Foreign exchange gains and losses (102) (44) 41 (236) - (731) 7 - (161)
Goodwill at 30 June 2014 2,905 1,364 1,996 6,761 5,538 16,542 791 3,276 10,457

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

Commitments and contingencies

The Group completed a number of acquisitions between 1 January 2010 and 31 December 2011 where deferred consideration payments to vendors are contingent on the vendor’s continued employment with the Group and so are required to be recognised as employment costs over the deferred consideration period. The Group considers it probable that the remaining deferred consideration payments will be settled.

The total remaining cash commitments at 30 June 2014 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle is £789,000 and payment will be made before the end of this year.  The related estimated remuneration charge to be incurred by the year end is £263,000.

The balance sheet at 30 June 2014 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £526,000 (31 December 2013: £2,457,000).

9. Share capital

  2014 Number 000’s 2014 £000’s 2013 Number 000’s 2013 £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 220,632 6,619 219,566 6,587
Issued under employee share schemes 362 11 424 13
At 30 June 220,994 6,630 219,990 6,600

10. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
At 1 January 2014 21,256 (9,277) 5,673 17,652
Exchange differences - - (1,785) (1,785)
Issue of new shares - (641) - (641)
At 30 June 2014 21,256 (9,918) 3,888 15,226
 
At 1 January 2013 21,256 (9,059) 23,873 36,070
Exchange differences - - (1,706) (1,706)
Issue of new shares - (281) - (281)
Purchase of own shares - 756 - 756
At 30 June 2013 21,256 (8,584) 22,167 34,839

11. Dividends

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

£000’s Six months ended 30 June 2014 Six months ended 30 June 2013 Year ended 31 Dec 2013
 
Final dividend for 2013 3.84p per share 8,453 - -
Interim dividend for 2013 3.52p per share - - 7,726
Final dividend for 2012 3.34p per share - 7,308 7,308
  8,453 7,308 15,034

An interim dividend in respect of the six months ended 30 June 2014 of 4.05 pence per share, amounting to a total dividend of £8,921,000 was approved by the Directors of RPS Group Plc on 29 July 2014.  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 2014 2013 2013
 
Operating profit 23,372 22,005 45,880
Adjustments for:      
Depreciation 4,216 5,051 9,432
Amortisation of acquired intangibles 8,205 5,337 12,217
Contingent deferred consideration treated as remuneration 870 3,470 6,009
Deferred consideration fair value adjustment (66) - -
Share based payment expense 960 1,041 1,938
Profit on sale of property, plant and equipment (61) (186) (241)
  37,496 36,718 75,235
       
(Increase)/(decrease) in trade and other receivables (4,154) 1,604 8,838
Decrease in trade and other payables (3,901) (4,491) (12,043)
 
Adjusted cash generated from operations 29,441 33,831 72,030

* 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 2014.

£000’s At 1 January 2014 Cash flow Acquisition debt Foreign exchange At 30 June 2014
 
Cash and cash equivalents 18,699 674 - (354) 19,019
Overdrafts (908) (1,999) - (14) (2,921)
Bank Loans (49,637) (26,870) (4,003) 1,120 (79,390)
Finance lease creditor (522) 117 (124) (11) (540)
 
Net bank borrowings (32,368) (28,078) (4,127) 741 (63,832)

The cash balance includes £7,680,000 (31 December 2013: £6,028,000) that is restricted in its use.

13. Events after the balance sheet date

On 24 July the Group agreed a US$150m private placement 3 year “shelf” facility with Prudential Investment Inc (“Pricoa”).  Initial notes with a value of £30m and US$34.1m (equivalent to £20m) each with a 7 year term and fixed coupon of 3.98% and 3.84% respectively will be issued on 30 September 2014.  The balance of the facility is uncommitted but is available from 24 July 2015.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2013 Report and Accounts was published.  These risks, together with a description of the approach to mitigate them, are set out on pages 8 and 9 of the 2013 Report and Accounts (available on the Group’s website at www.rpsgroup.com) and are summarised as follows:

- Economic environment
- Material adverse events
- Information systems
- Recruitment and retention of key personnel
- Market position and reputation
- Litigation
- Compliance
- 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.

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 2013 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 2014.  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

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 2014, 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 Finance Conduct Authority.

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

Our Responsibility

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

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making 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 2014 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 Finance Conduct Authority.

 

 

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

31 July 2014

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 221,032,080 ordinary shares with voting rights.  RPS Group plc does not hold any shares in Treasury.  The increase in the number of shares (38,293) from those announced on 30 June 2014 relate to the Company’s Performance Share Plan and Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,032,080.
 
The above figure (221,032,080) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

31 July 2014

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


SIP Announcement

08 Jul


On 03 July 2014 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:-

08 July 2014

  Purchase of Shares on 03 July 2014 £2.861 per share Allotment of Matching Shares 03 July 2014 £2.861 per share Total number of Partnership, Matching and Dividend shares held on 03 July 2014
Gary Young 43 43 15,426
Philip Williams 43 43 9,461
Alan Hearne 43 43 11,988

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

01 Jul


Name of applicant: RPS Group Plc
Name of scheme: Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 January 2014 To: 30 June 2014
Balance of unallotted securities under scheme(s) from previous return: 1,451,975
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): 361,857
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,090,118
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016

Voting Rights and Capital

30 Jun


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

RPS Group plc's capital consists of 220,993,787 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (58,065) from those announced on 30 May 2014 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,993,787.

The above figure (220,993,787) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

30 June 2014

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


SIP Announcement

24 Jun


On 20 June 2014 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:-

24 June 2014

  Purchase of Dividend Shares on 20 June 2014 2.78 per share Total number of Partnership, Matching and Dividend shares held on 20 June 2014
Gary Young 207 15,340
Philip Williams 125 9,375
Alan Hearne 160 11,902

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

SIP Announcement

10 Jun


On 04 June 2014 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:-

10 June 2014

  Purchase of Shares on 04 June 2014 £2.95 per share Allotment of Matching Shares 04 June 2014 £3.009 per share Total number of Partnership, Matching and Dividend shares held on 04 June 2014
Gary Young 43 43 15,133
Philip Williams 43 43 9,250
Alan Hearne 43 43 11,742

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 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 220,935,722 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (38,067) from those announced on 30 April 2014 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,935,722.

The above figure (220,935,722) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

30 May 2014

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


Acquisition of GaiaTech Holdings Inc

20 May

RPS announces the acquisition of the entire share capital of GaiaTech Holdings Inc (“GT”), a US based environmental consultancy, for an enterprise value of US$34.0 million (£20.2 million).

GT was founded in 1993 and has its headquarters in Chicago, with other offices in Atlanta and Dallas. Its 85 staff have a broad range of environmental, scientific and engineering skills. They are largely deployed providing risk management advice to the US industrial sector and its investors and advisors in both transaction related due diligence and its manufacturing and distribution operations. The company also uses an extensive team of sub-consultants on a project basis. After closing, GT will form part of our Built and Natural Environment: North America segment.

The business was largely owned by a private equity firm and its CEO. A number of other directors and a number of the staff had equity or stock option holdings. The CEO and all directors and staff equity and option holders are remaining with the business.

In the year ended 31 December 2013, GT had gross revenue of US$31.9 million (£19.0 million) and net revenue of US$15.4 million (£9.2 million). Profit before tax in 2013 was US$4.8 million (£2.9 million), after adjustment for non-recurring items. Profit after tax was US$2.9 million (£1.7 million). Net assets at 31 December 2013 were US$7.8 million (£4.7 million). Gross assets at 31 December 2013 were US$21.1 million (£12.6 million).

The consideration paid at completion was US$26.0 million (£15.5 million). The remainder of the consideration, US$5.1 million (£3.0 million), was paid into escrow to settle any contractual claims. The balance in the escrow, net of any claims, will be released in phases over a period of 18 months after completion. Debt of US$6.7 million (£4.0 million) was settled at completion. There was approximately US$3.9 million (£2.3 million) of cash in the GT balance sheet at completion. As part of the transaction RPS will be acquiring tax benefits with a net present value in cash terms of about US$4.9 million (£2.9 million) that will accrue over the next nine years.

Alan Hearne, Chief Executive of RPS, commented:

"It is an important element of the Group’s strategy to develop our presence in North America’s environmental consultancy market. GaiaTech is a business we have followed for a number of years. It will make an important contribution to the development of our US activities."

20 May 2014

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group Financial Director  
Instinctif  
Justine Warren /Matthew Smallwood Tel: 020 7457 2020

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, Canada, USA 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

06 May


On 02 May 2014 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:-

06 May 2013

  Purchase of Shares on 02 May 2014 £3.009 per share Allotment of Matching Shares 02 May 2014 £3.009 per share Total number of Partnership, Matching and Dividend shares held on 02 May 2014
Gary Young 41 41 15,656
Philip Williams 41 41 9,164
Alan Hearne 41 41 11,656

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

02 May


RPS Group plc held its Annual General Meeting for shareholders at 1 pm on Friday 2 May 2014 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

01 May


Interim Management Statement (May 2014)

The Group continued to grow well in the early part of 2014, supported by the acquisitions made in 2013. As anticipated, this growth was significantly affected on consolidation by the increased strength of sterling. Nonetheless, we remain focussed on delivering a satisfactory result for the year. RPS is financially strong, with resources to continue its acquisition strategy.

ENERGY

We continued to benefit from good levels of demand from oil and gas companies in many parts of the world, as well as from the financial services sector. Although some clients have continued to manage expenditure more tightly, our diverse range of skills and international capability enabled us to position ourselves on major projects globally. The Canadian potash market, which turned down in the middle of 2013, remains subdued. The acquisitions made in 2013 (PEICE, Knowledge Reservoir, Ichron and OEC) are integrating well and should contribute to the delivery of another year of good growth for this business. With the need for energy supply set to grow significantly in the long term, we anticipate demand for our services from the oil and gas sector will continue to expand.

BUILT AND NATURAL ENVIRONMENT (“BNE”)

Our BNE business in Europe has performed well in the first part of the year. Those activities which assist clients develop new capital projects, particularly our planning and development business, continued to benefit from improving market conditions and client confidence. Those exposed to operational environments, such as providing environment management advice, continue to need to offer an efficient, cost effective service to assist clients manage tight budgets. Our expanded laboratory in the Netherlands continued to trade well. The acquisition of Clear Environmental Consultants (“Clear”: announced on 10 April) has extended the range of our UK water activities and will assist the strategic development of this business. Overall, our European business retains the potential to achieve growth this year. Further acquisition opportunities, which would enable us to take advantage of improving markets, are also being evaluated.

In BNE North America we remain well positioned in the expanding energy infrastructure market. The strengthening of the US economy, the investment in shale oil and gas and the exposure of the Canadian economy to natural resources provides us with a significant market opportunity. However, in this buoyant market, staff retention and recruitment has become exceptionally difficult, limiting our immediate potential. The acquisition of HMA Land Services in September 2013, now reported in this segment, gives us access to the substantial pipeline development market. We have a good opportunity to develop this business and further acquisitions are under active consideration in both the US and Canada.

AUSTRALIA, ASIA PACIFIC (“AAP”)

Our mining and energy clients in AAP remain focused more on operational efficiency and capital management than new project development. As a result projects have continued to be delayed, although in smaller numbers than last year. This trend has, to a degree, been compensated for by increased optimism and investment in private and public sector development projects, particularly in and around Sydney and Melbourne. As expected, trading in the first quarter was at a lower level than last year and we continued to reduce our cost base in order to sustain efficiency. The rebalancing of the economy continues positively but, as indicated previously, is going to take some time. In the meantime prospects in this business inevitably remain difficult to predict.

CASH FLOW, FUNDING AND DIVIDEND

Our cash conversion in the first part of 2014 was ahead of budget. Net bank debt at the end of March was £35.3 million, compared with £32.4 million at the end of 2013. In the first quarter we paid £6.5 million in consideration for acquisitions. In addition, the initial payment in respect of Clear was £6.8 million. Our interest costs, as expected, have been modest. The Group has sufficient resources to maintain the usual rate of growth in the dividend, as well as continuing the Group’s acquisition strategy.

1 May 2014

 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

 

This announcement contains certain forward-looking statements with respect to the financial condition and results of businesses within RPS Group plc. 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. 

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 220,897,655 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (41,294) from those announced on 31 March 2014 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,897,655.

The above figure (220,897,655) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

30 April2014

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


Acquisition of Clear Environmental Consultants Ltd

10 Apr

RPS announces the acquisition of Clear Environmental Consultants Ltd (“Clear”), a UK based consultancy providing services primarily to the water industry, for a maximum consideration of £8.34 million.

Founded in 2003, Clear has offices in Derby, Sheffield and Glasgow in the UK. The company, which employs about 90 permanent staff, as well as utilising part time specialist associates, works primarily on projects for the UK water industry. Its services include: urban pollution management, sewerage and river modelling and ecology. The RPS Board sees good opportunities in these markets during the next phase of the development of the UK water industry, when dealing with wastewater will be a priority. Opportunities should also emerge to utilise Clear’s high quality technical skills in other parts of the Group’s European business.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 January 2014, Clear had revenues of £5.61 million and profit before tax of £1.83 million, after adjustment for non-recurring items. Net assets at 31 January 2014 were £2.23 million, including £1.92 million of cash. Gross assets at 31 January 2014 were £3.09 million.

RPS is acquiring the entire share capital of Clear for a maximum total consideration of £8.34 million, all payable in cash. Consideration paid at completion was £6.84 million. Subject to certain operational conditions being met, the balance which is a maximum of £1.50 million, will be paid no later than 31 May 2017.

Alan Hearne, Chief Executive of RPS, commented:

"Clear has an excellent reputation and track record. Its skills will assist RPS penetrate further the growing wastewater market in the UK, as well as providing us with opportunities to offer a broader range of services to other clients."

10 April 2014

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive Tel: 01235 863 206
Gary Young, Group Financial Director
College Hill  
Justine Warren /Matthew Smallwood Tel: 020 7457 2020

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, Canada, USA 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

09 Apr


On 04 April 2014 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:-

09 April 2014

  Purchase of Shares on 04 April 2014 £3.149 per share Allotment of Matching Shares 04 April 2014 £3.149 per share Total number of Partnership, Matching and Dividend shares held on 04 April 2014
Gary Young 40 40 14,965
Philip Williams 40 40 9,082
Alan Hearne 40 40/td> 11,574

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

Voting Rights and Capital

31 Mar


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

RPS Group plc's capital consists of 220,856,361 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (90,633) from those announced on 28 February 2014 relate to the Company’s Performance Share Plan, Share Incentive Plan and the Executive Share Option scheme..

Therefore, the total number of voting rights in RPS Group plc remains at 220,856,361.

The above figure (220,856,361) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FSA's Disclosure and Transparency Rules.

31 March 2014

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


Voting Rights and Capital

28 Feb


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

RPS Group plc's capital consists of 220,765,728 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (80,929) from those announced on 31 January 2014 relate to the Company’s Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,765,728.

The above figure (220,765,728) 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 February 2014

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


Results for the Year Ended 31 December 2013

27 Feb


Summary of Results

  2013 2012
Business Performance
Revenue (£m) 567.6 555.9
Fee income (£m) 492.1 478.8
PBTA(1) (£m) 63.0 60.1
Adjusted earnings per share(2) (basic) (p) 20.22 19.48
Operating cash flow (£m) 72.0 76.0
Total dividend per share (p) 7.36 6.40
 
Statutory reporting
Profit before tax (£m) 43.6 40.2
Earnings per share (basic) (p) 13.11 11.94

Highlights

diversity of activity and geography produced further growth despite major slow down in Australian resources market.

£77m committed to new acquisitions which will underpin performance in 2014.

balance sheet remains strong with year end net bank borrowings at £32.4m.

bank facilities of £125m available until July 2016.

proposed full year dividend increased by 15%; 20th consecutive annual increase of this scale.

Notes:

(1)Profit before tax, amortisation of acquired intangibles and transaction related costs.

(2)Based on earnings before amortisation of acquired intangibles and transaction related costs.

(3)Before deferred consideration treated as remuneration.

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

“2013 was a good year for the Group despite a significant slowdown in the resources sector in Australia and strengthening of sterling. RPS remains a well respected company operating in a global marketplace. Our range of activities and geographic spread will enable us to generate further growth as the global recovery develops further. We continued to deliver our strategy by investing in a number of high quality acquisitions in attractive markets. The Board is confident this will enable us to perform well in 2014.”

27 Febuary 2014

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

RPS is an international consultancy providing independent advice upon: the exploration and production of oil and gas and other natural resources, and the development and management of the built and natural environment. 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 for the full year was £63.0 million (2012: £60.1 million) in line with market expectations. PBT for the full year was £43.6 million (2012: £40.2 million). Adjusted basic earnings per share were 20.22 pence (2012: 19.48 pence). At the segment level, as revised in October 2013, we focus on underlying profit. The contribution from each segment was:

Underlying Profit* (£m) 2013 2012
 
Energy 37.1 31.2
 
Built and Natural Environment: Europe 19.2 18.9
                                             :North America 7.6 6.3
 
Australia, Asia Pacific 10.0 15.2
 
Total 73.9 71.6

*As defined in note 2.

Our Energy activities are conducted on a worldwide basis. In combination with our Built and Natural Environment (“BNE”) business in North America and our Australia, Asia Pacific (“AAP”) business, we now have about three quarters of our underlying profit generated outside Europe, providing diversity and robustness. The effect of changes in average foreign exchange rates on the reported profit growth in 2013 was negligible at Group level. However, sterling appreciated against the Australian, Canadian and US dollars over the course of the year and PBTA for 2013 converted at the rates of exchange as at 31st December 2013 would have been £2.7m less than actually reported.

A significant proportion of our Built and Natural Environment and AAP activity relates to projects providing the infrastructure necessary to process and deliver energy and power resources. Consequently, over two thirds of our underlying profit is now earned in the global Energy and associated energy infrastructure markets. The Board believes this gives RPS a good position in markets which are likely to expand significantly in coming years. However, as previously reported, in AAP our resources clients dealt with softening demand and rising costs by delaying, scaling back and cancelling a significant number of projects. This prevented the Group delivering the organic growth anticipated, although our acquisition strategy continued to work well enabling Group profits (PBTA) to increase by 5%. These acquisitions were funded entirely with cash using our existing borrowing facilities.

Cash Flow, Funding and Dividend

The Group continued its strong conversion of profit into cash. Adjusted operating cash flow was £72.0 million (2012: £76.0 million). Our balance sheet remains strong, with no material unfunded pension liabilities. We have bank facilities of £125 million available until July 2016. These comprise a £90 million committed facility, with an additional £35 million available as required. The cost of these facilities remains attractive. Net bank borrowings at the year end were £32.4 million (2012: £13.5 million), after paying out £15.0 million in dividends (2012: £13.0 million) and £46.7 million (2012: £24.2 million) in respect of payments for acquisitions including acquired debt.

The Board continues to be confident about the Group’s financial strength and is recommending a final dividend of 3.84 pence per share payable on 23 May 2014 to shareholders on the register on 22 April 2014. If approved, the total dividend for the full year would be 7.36 pence per share, an increase of 15% (2012: 6.40 pence per share). Our dividend has increased at about this rate for 20 consecutive years.

We remain well positioned to continue funding the Group’s growth strategy.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the energy sector from our main bases in the UK, USA and Canada. These act as regional centres for projects undertaken in many other countries. The Energy component of our AAP business with offices in Perth, Singapore and Kuala Lumpur provides an integral part of the service offering to our international oil and gas clients. The 2013 results show the growth anticipated, with a strong margin being maintained:

  2013 2012
Fee income (£m) 189.5 164.4
Underlying profit* (£m) 37.1 31.2
Margin (%) 19.6 19.0

*as defined in note 2. Reorganisation costs: 2013 £0.1m; 2012 £nil.

We benefitted from good levels of demand in many areas of the world, although, as previously announced, our level of activity relating to potash extraction reduced significantly in Canada, following disruption of the global market early in the year. Our independent advice in respect of transactions, asset valuations and reserves reporting continued to be highly valued and our training services continued to be used extensively by clients. In the final months of the year we noticed clients started to manage expenditure more tightly in some projects. Nonetheless, the high profile we have in a broad range of markets, combined with our geographical diversity, enabled us to continue to take advantage of the generally favourable conditions.

We made acquisitions during the course of the year which: strengthened our training business, gave us exposure to the buoyant North American pipeline construction market and expanded our technical reservoir engineering and specialist geology capabilities. Most recently we have made a major investment in Norway, where we see significant long term opportunity. We are also well positioned to benefit from growth in shale gas exploration and production in the UK as that market develops.

Exploration and production spend by oil and gas companies in 2014 will be substantial. As clients are likely to continue focusing on cost management, we will need to maintain our high level of efficiency in this business. We are still confident of remaining on a positive growth trajectory.

Built and Natural Environment (BNE)

Within this segment 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, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. The energy infrastructure market continues to be of particular importance to the Group.

BNE: Europe

This business performed well, with an improved margin, despite continuing economic uncertainty.

  2013 2012
Fee income (£m) 149.3 157.2
Underlying profit* (£m) 19.2 18.9
Margin (%) 12.8 12.0

*As defined in note 2. Reorganisation costs: 2013 £0.5m; 2012 £0.8m.

Our UK commercial development clients, particularly in the house building sector, developed increasing confidence through the year. Our strategic position in the energy infrastructure market enabled us to continue to win work at rates which reflect our market leading position. Shifting policy signals in the UK energy market do, however, inevitably delay investment. Our laboratories in the Netherlands continued to trade strongly following the investment made in 2012. As previously reported, the excellent performance of our UK water business in 2012, based upon a number of exceptional contracts, could not be repeated. Our health, safety and risk management businesses are well positioned and continued to perform encouragingly. Despite continuing fee rate pressure in most businesses in this segment, the improved efficiencies resulting from actions taken previously, sustained a higher level of margin.

Conditions in some of our European markets seem likely to continue to improve. As a result, organic growth looks possible in this segment. We also believe market conditions are sufficiently stable to consider acquisitions again.

BNE: North America

This business is primarily focussed on the energy infrastructure market and project studies for US government agencies. It has not, therefore, suffered the market uncertainties seen in Europe and AAP in the property and mining sectors.

  2013 2012
Fee income (£m) 30 26.9
Underlying profit* (£m) 7.6 6.3
Margin (%) 25.3 23.2

*As defined in note 2. Reorganisation costs: 2013 £nil; 2012 £nil.

It had an excellent year, with all of its growth being organic. Both the environmental management businesses in Texas and the oceanographic businesses in Texas, Rhode Island and Washington State performed well. The exceptional margin in recent years has resulted from a particularly strong performance by our oceanographic businesses. We continue to position this business to take advantage of the significant market opportunity which is emerging.

Australia Asia Pacific

This business is a combination of the former BNE: AAP and the AAP component of Energy. They have been brought together to take advantage of the opportunities in the integrated energy and energy infrastructure market and, specifically, help counter the impact of the slow down in the resources sector on our business. Although the benefits of this have begun to develop, the results for the year nevertheless showed the expected substantial decline in profit.

  2013 2012
Fee income (£m) 127.2 133.9
Underlying profit* (£m) 10.0 15.2
Margin (%) 7.9 11.3

*As defined in note 2. Reorganisation costs: 2013 £1.2m; 2012 £0.9m.

Year on year fee income decline was moderated by contributions from the acquisitions completed in the second half of 2012 and 2013. The oceanography business acquired in the second half of 2013 has integrated well. However, the underlying segment profit declined substantially, reflecting the exceptionally poor conditions in the resources market throughout the year and the weakening of the Australian dollar. Reorganisation costs also increased from £0.9 million to £1.2 million, as a result of removing significant costs from the business, in order to maintain operational efficiency.

2013 saw a significant number of natural resources projects, particularly mining and offshore gas, delayed by our clients, as they reduced their level of capital expenditure materially. In other sectors of the economy, following the change of the Australian Federal Government in September, some private sector clients, particularly in New South Wales and Victoria, started to consider investments to take advantage of the weaker Australian dollar and lower interest rates. We also secured a significant inflow of work from public bodies in New South Wales and Victoria to assist them to plan major new infrastructure projects. As a result of both these trends, our businesses in Sydney and Melbourne performed well.

In order to reflect this emerging trend we recently completed the acquisition of Whelans Corporation Pty Ltd, a development consultancy providing surveying, engineering and urban planning services in the Sydney market. The maximum total consideration, all payable in cash, is A$3.8 million (£2.1 million). A$2.6 million (£1.4 million) was paid at completion with the balance payable in two equal instalments over the next two years. (Further details of the transaction are given in Note 12).

The ingredients seem to be gradually coming together for a recovery and rebalancing of the Australian economy. As a result we have begun to benefit from increased client investment in urban development and public sector infrastructure projects. We are, however, likely to continue to suffer from unpredictable, but generally low levels of capital expenditure in the resources sector for some time. A weak Australian dollar is also likely to continue to impact our results on consolidation. However, the cost reductions we have made should help us improve our performance ahead of market recovery.

Group Strategy and Prospects

RPS remains well positioned in markets of importance to the global economy. Our focus on Energy and energy infrastructure markets underpins the Group’s excellent long term prospects. We remain of the view that our strategy of building multi-disciplinary businesses in each of the regions in which we operate continues to be both attractive and achievable. We will, therefore, continue to invest to develop our businesses organically, whilst seeking further acquisition opportunities. Our balance sheet is strong and supports this strategy, which the Board believes should enable the Group to perform well in 2014.

Board of Directors
RPS Group plc
27 February 2014


This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The Board considers market expectations are best defined by taking the range of forecasts of PBTA for the full year published by analysts. The range of forecasts of which the Board is aware in respect of 2013 is £62.1 to £63.9 million. The current range for 2014 is £66.3 to £73.9 million. Nothing in this announcement should be construed as a profit forecast.



Consolidated income statement
  Notes year ended
31
December
year ended
31
December
£000’s   2013 2012
 
Revenue 2 567,614 555,863
Recharged expenses 2 (75,493) (77,028)
Fee income 2 492,121 478,835
 
Operating profit before amortisation of acquired intangibles and
transaction related costs
2,3 65,305 62,069
Amortisation of acquired intangibles and transaction related costs 3 (19,425) (19,925)
Operating profit   45,880 42,144
 
Finance costs 4 (2,430) (2,128)
Finance income 4 157 158
 
Profit before tax, amortisation of acquired intangibles and
transaction related costs
  63,032 60,099
 
Profit before tax   43,607 40,174
 
Tax expense 5 (14,987) (14,263)
Profit for the year attributable to equity
holders of the parent
  28,620 25,911
 
 
Basic earnings per share (pence) 6 13.11 11.94
 
Diluted earnings per share (pence) 6 13.05 11.87
 
Adjusted basic earnings per share (pence) 6 20.22 19.48
 
Adjusted diluted earnings per share (pence) 6 20.14 19.36

 

Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
£000’s 2013 2012
 
Profit for the year 28,620 25,911
Exchange differences (18,200) (5,545)
Total recognised comprehensive income for the year attributable to
equity holders of the parent
10,420 20,366
* May be reclassified to profit or loss in accordance with IFRS    

 

Consolidated balance sheet
    as at
31 December
as at
31 December
£000’s Notes 2013 2012
Assets
Non-current assets:
Intangible assets   375,279 328,440
Property, plant and equipment   27,785 30,632
Deferred tax asset   2,018 -
    405,082 359,072
Current assets:
Trade and other receivables   161,741 159,381
Cash at bank   18,699 14,804
  180,440 174,185
Liabilities
Current liabilities:  
Borrowings   1,465 748
Deferred consideration 10 20,919 7,842
Trade and other payables   103,260 101,921
Corporation tax liabilities   3,058 3,582
Provisions   2,134 2,633
  130,836 116,726
Net current assets   49,604 57,459
Non-current liabilities:  
Borrowings   49,602 27,557
Deferred consideration 10 14,923 3,543
Other payables   2,471 1,745
Deferred tax liability   13,645 8,436
Provisions   2,007 1,436
    82,648 42,717
Net assets   372,038 373,814
 
Equity
Share capital   6,619 6,587
Share premium   108,307 106,198
Other reserves 7 17,652 36,070
Retained earnings   239,460 224,959
Total shareholders’ equity   372,038 373,814

 

Consolidated cash flow statement
    year ended 31
December
year ended 31
December
£000’s Notes 2013 2012
 
Adjusted cash generated from operations 8 72,030 76,045
Deferred consideration treated as remuneration   (7,714) (9,969)
Cash generated from operations   64,316 66,076
Interest paid   (1,991) (2,204)
Interest received   157 158
Income taxes paid   (19,829) (18,162)
Net cash from operating activities   42,653 45,868
 
Cash flows from investing activities:
Purchases of subsidiaries net of cash acquired   (31,174) (9,774)
Deferred consideration   (3,466) (4,130)
Purchase of property, plant and equipment   (8,034) (9,909)
Proceeds from sale of property, plan and equipment   523 713
Proceeds from disposal of business   - 298
Net cash used in investing activities   (42,151) (22,802)
 
Cash flows from financing activities:  
Proceeds from issue of share capital   555 240
Purchase of own shares   - (400)
(Repayments of)/proceeds from bank borrowings   18,609 (17,409)
Payment of finance lease liabilities   (580) (1,350)
Dividends paid   (15,034) (13,007)
Payment of pre-acquisition dividend   (247) (399)
Net cash used in financing activities   3,303 (32,325)
 
Net increase in cash and cash equivalents   3,805 (9,259)
 
Cash and cash equivalents at beginning of year   14,804 24,458
Effect of exchange rate fluctuations   (818) (395)
 
Cash and cash equivalents at end of year   17,791 14,804
 
 
Cash and cash equivalents comprise:
Cash at bank   18,699 14,804
Bank overdraft   (908) -
 
Cash and cash equivalents at end of year 8 17,791 14,804

 

Consolidated statement of changes in equity
 
£000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
 
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income - - 25,911 (5,545) 20,366
Issue of new ordinary shares 43 2,481 (1,000) (1,284) 240
Purchase of own shares - - - (400) (400)
Share based payment expense - - 2,070 - 2,070
Tax recognised directly in equity - - 95 - 95
Dividends paid - - (13,007) - (13,007)
At 31 December 2012 6,587 106,197 224,959 36,070 373,814
 
Total comprehensive income - - 28,620 (18,200) 10,420
Issue of new ordinary shares 32 2,109 (1,370) (218) 553
Share based payment expense - - 1,938 - 1,938
Tax recognised directly in equity - - 347 - 347
Dividends paid - - (15,034) - (15,034)
At 31 December 2013 6,619 108,307 239,460 17,652 372,038

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 2013 and has been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

During the year, the Group has applied IFRS13 “Fair value measurement”, the Annual Improvements to IFRS and IAS 1 (amended) “Presentation of items of Other Comprehensive Income”. The Group has early adopted “Recoverable Amount Disclosures for Non-Financial Assets” (Amendments to IAS36). Their adoption has not had a material impact on the disclosures and amounts reported. Otherwise the accounting policies used are the same as set out in detail in the Report and Accounts 2012 and have been applied consistently to all periods presented in these financial statements.

2. Business segments

As announced in October 2013, the Group now separately reports its Built and Natural Environment business in North America and now manages its Energy and BNE businesses in Australia Asia Pacific under a single regional board. The prior year disclosures have been restated to reflect these changes.

The business segments of the Group are as follows:

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

Built and Natural Environment (“BNE”) – consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Consulting services are provided on a regional basis in Europe and North America.

Australia Asia Pacific (“AAP”) – in the AAP region there is a single board that manages the BNE and Energy services that we provide in that region. Accordingly the results of this business are reported as a separate segment.

Central Costs – certain central costs are not allocated to the segments because either they predominantly relate to the running of the Group Head Office function or could only be allocated to the segments on an arbitrary basis. Such costs include the remuneration and support costs of the main board and the costs of the Group Finance and Marketing functions. These costs are included in the category “unallocated expenses”.

“Segment profit” is defined as profit before interest, tax, amortisation of acquired intangibles and transaction related costs. “Underlying profit” is defined as segment profit before reorganisation costs.

Segment results for the year ended 31 December 2013

£’000 Fees Expenses Intersegment
revenue
External
revenue
 
Energy 189,535 33,803 (1,141) 222,197
BNE - Europe 149,292 20,171 (603) 168,860
BNE - North America 30,044 4,538 (1,111) 33,471
AAP 127,194 17,380 (1,488) 143,086
Group eliminations (3,944) (399) 4,343 -
Total 492,121 75,493 - 567,614

 

£’000 Underlying
profit
Reorganisation
costs
Segment Profit
 
Energy 37,098 (78) 37,020
BNE - Europe 19,164 (487) 18,677
BNE - North Amercia 7,592 - 7,592
AAP 10,020 (1,192) 8,828
Total 73,874 (1,757) 72,117

Segment results for the year ended 31 December 2012 (restated)

£’000 Fees Expenses Intersegment
revenue
External
revenue
Built and Natural Environment
Energy 164,363 29,160 (823) 192,700
BNE - Europe 157,200 21,433 (1,301) 177,332
BNE - North America 26,938 4,264 (123) 31,079
AAP 133,888 22,393 (1,529) 154,752
Group eliminations (3,554) (222) 3,776 -
Total 478,835 77,028 - 555,863

 

£’000 Underlying
profit
Reorganisation
costs
Segment Profit
 
Energy 31,243 (46) 31,197
BNE - Europe 18,874 (754) 18,120
BNE - North America 6,252 - 6,252
AAP 15,188 (946) 14,242
Total 71,557 (1,746) 69,811

 

Group reconciliation
£’000
2013 2012
Revenue 567,614 555,863
Recharged expenses (75,493) (77,028)
Fees 492,121 478,835
 
Underlying profit 73,874 71,557
Reorganisation costs (1,757) (1,746)
Segment profit 72,117 69,811
Unallocated expenses (6,812) (7,742)
Operating profit before amortisation of acquired intangibles and
transaction related costs
65,305 62,069
Amortisation of acquired intangibles and transaction related costs (19,425) (19,925)
Operating profit 45,880 42,144
Finance costs (2,273) (1,970)
Profit before tax 43,607 40,174

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

  Revenue   Fees
£’000 2013 2012   2013 2012
UK 240,065 238,481   205,044 204,436
Australia 131,174 144,753   114,418 123,782
USA 86,125 71,526   77,594 63,736
Netherlands 33,076 28,159   28,204 24,483
Canada 31,733 32,769   27,728 28,658
Ireland 28,349 30,917   22,083 24,607
Other 17,082 9,278   17,050 9,133
Total 567,614 555,863   492,121 478,835

3. Amortisation of acquired intangibles and transaction related costs

£000’s year ended
31 Dec
2013
year ended
31 Dec
2012
 
Amortisation of acquired intangibles 12,217 10,636
Contingent deferred consideration treated as remuneration 6,009 8,593
Negative goodwill - (266)
Transaction costs 1,199 827
Loss of disposal of business - 135
Total 19,425 19,925

4. Net financing costs

£000’s year ended
31 Dec
2013
year ended
31 Dec
2012
Finance costs:
Interest on loans, overdraft and finance leases (1,593) (1,583)
Interest on deferred consideration (837) (545)
  (2,430) (2,128)
Finance income:
Deposit interest receivable 157 158
 
 
Net financing costs (2,273) (1,970)

5. Income taxes

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

£000’s year ended
31 Dec
2013
year ended
31 Dec
2012
Current tax
UK corporation tax 4,834 4,596
Overseas tax 10,922 13,133
Adjustments in respect of prior years 692 618
  16,448 18,347
Deferred tax:
Origination and reversal of timing differences (514) (2,932)
Effect of change in tax rate (490) (21)
Adjustments in respect of prior years (457) (1,131)
  (1,461) (4,084)
 
Tax expense for the year 14,987 14,263
Tax credit in equity for the year (347) (95)

The UK rate of corporate tax was reduced from 24% to 23% from 1st April 2013. The UK tax expense for the Group’s UK companies is 23.25% (2012: 24.50%) representing the weighted average annual corporate tax rate for the full financial year. The actual tax expense for 2013 is different from 23.25% (2012: 24.50%) of profit before tax for the reasons set out in the table below:

 
£000’s 2013 2012
Profit before tax 43,607 40,174
Tax at the UK effective rate of 23.25% (2012: 24.50%) 10,139 9,843
Effect of overseas tax rates 3,432 2,339
Acquisition consideration treated as 1,401 2,105
remuneration not deductible for tax purposes    
Expenses not deductible for tax purposes 403 632
Non taxable income (133) (65)
Effect of change in tax rates (490) (78)
Adjustments in respect of prior years 235 (513)
Total tax expense for the year 14,987 14,263

The effective tax rate for the year on profit before tax is 34.4% (2012: 35.5%). The effective tax rate for the year on profit before tax, amortisation of acquired intangibles and transaction related costs is 29.9% (2012: 29.7%) as shown in the table below:

 
£000’s 2013 2012
Total tax expense in Income Statement 14,987 14,263
Add back:    
Tax on amortisation of acquired intangibles and transaction related costs 3,889 3,569
Adjusted tax charge on the profit for the year 18,876 17,832
PBTA 63,032 60,099
Adjusted effective tax rate 29.9% 29.7%

6. Earnings per share

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

  year ended
31
Dec
year ended
31
Dec
£000’s / 000’s 2013 2012
 
Profit attributable to ordinary shareholders 28,620 25,911
 
Weighted average number of ordinary shares for the
purposes of basic earnings per share
218,355 216,980
Effect of employee shares schemes 909 1,313
Diluted weighted average number of ordinary shares 219,264 218,293
 
Basic earnings per share (pence) 13.11 11.94
Diluted earnings per share (pence) 13.05 11.87

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, in respect of 2011, 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 number of shares as above and are shown in the table below:

£000’s year ended
31 Dec
2013
year ended
31 Dec
2012
 
Profit attributable to ordinary shareholders 28,620 25,911
Amortisation of acquired intangibles and transaction
related costs (note 3)
19,425 19,925
Tax on amortisation of acquired intangibles and
transaction related costs
(3,889) (3,569)
Adjusted profit attributable to ordinary shareholders 44,156 42,267
 
Adjusted basic earnings per share (pence) 20.22 19.48
Adjusted diluted earnings per share (pence) 20.14 19.36

7. Other reserves

£000’s Merger
reserve
Employee
trust
Translation
reserve
Total
 
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (5,545) (5,545)
Issue of new shares - (1,284) - (1,284)
Purchase of own shares - (400) - (400)
At 31 December 2012 21,256 (9,059) 23,873 36,070
Exchange differences - - (18,200) (18,200)
Issue of new shares - (218) - (218)
At December 2013 21,256 (9,277) 5,673 17,652

8. Notes to the consolidated cash flow statement

  year ended
31 Dec
year ended
31 Dec
£000’s 2013 2012
 
Operating profit 45,880 42,144
Adjustments for:
Depreciation 9,432 8,950
Amortisation of acquired intangibles 12,217 10,636
Contingent consideration treated as remuneration 6,009 8,593
Share based payment expense 1,938 2,070
Negative goodwill - (266)
Profit on sale of property, plan and equipment (241) (119)
Loss on disposal of business - 135
  75,235 72,143
Decrease in trade and other receivables 8,838 12,491
Decrease in trade and other receivables (12,043) (8,589)
Adjusted cash generated from operations 72,030 76,045

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

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 2013:

£000’s At 31 Dec
2012
Cash flow Acquisition debt Foreign
exchange
At 31 Dec
2013
 
Cash and cash equivalents 14,804 4,831 - (936) 18,699
Overdrafts - (1,026) - 118 (908)
Bank loans (27,098) (18,609) (4,353) 423 (49,637)
Finance lease creditor (1,207) 580 - 105 (522)
Net borrowings (13,501) (14,224) (4,353) (290) (32,368)

The cash balance at 31 December 2013 includes £6,028,000 (2012: £3,566,000) that is restricted in its use, either as security or client deposits.

9. Acquisitions

During 2013 the Group completed six acquisitions. Each of these broadens and strengthens the services the Group offers.

Entity acquired Date of acquisition Place of incorporation Percentage of entity acquired Nature of business acquired
Petroleum Institute of Continuing Education Ltd 16/1/13 Canada 100% Training
  Knowledge Reservoir Group LLC 18/4/13 USA 100% Oil & Gas consultancy
  Asia Pacific ASA Pty Ltd 17/7/13 Australia 100% Oceanographic consultancy
  HMA Ltd 16/8/13 Canada 100% Linear infrastructure consultancy
  Ichron Ltd 25/9/13 UK 100% Oil & Gas consultancy
  OEC Group 7/11/13 Norway 100% Project management

The Group has allocated provisional fair values to the net assets of these acquisitions as it did not have complete information at the balance sheet date. Detail 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 PEICE KR APASA HMA Ichron OEC Total
Intangible assets:              
    Order book

 

126 745 79 1,337 620 1,355 4,262
    Customer relations 4,423 6,314 1,901 2,234 4,660 9,460 28,992
    Trade names

 

183 719 127 285 260 1,213 2,787
    Intellectual property -

 

425 - - - - 425
    Software 499 - - - - - 499
  PPE

 

1 88 102 202 113 148 654
  Cash 612 1,956 2,070 2,306 2,610 4,297 13,851
  Other assets 60

 

4,779 1,034 2,006 1,693 9,131 18,703
  Borrowings

 

- - - (4,353) - - (4,353)
  Other liabilities (2,034) (2,439) (2,391) (4,401) (2,921) (12,979) (27,165)
  Net assets acquired

 

3,870 12,587 2,922 (384) 7,035 12,625 38,655
 

 

             
  Satisfied by:              
  Initial cash consideration

 

3,637 9,774 2,650 2,039 6,650 20,025 44,775
  Fair value of deferred consideration

 

3,576 4,327 2,470 5,196 5,923 10,893 32,385
  Total consideration 7,213 14,101 5,120 7,235 12,573 30,918 77,160
 

 

             
  Goodwill

 

3,343 1,514 2,198 7,619 5,538 18,293 38,505

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

The total fair value of receivables acquired was £15,481,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

    £000s Gross receivables Estimated irrecoverable Fair value of assets acquired
PIECE

 

3,066 (25) 3,041
  KR

 

83 - 83
  APASA 1,099 - 1,099
  HMA 1,923 (25) 1,898
  Ichron 1,400 - 1,400
  OEC

 

7,972 (12) 7,960
 

 

15,543 (62) 15,481

The vendors of the acquired companies have entered into warranty agreements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £18,164,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

The Group incurred acquisition related costs of £1,199,000 which have been expensed through the income statement and are included within amortisation of acquired intangibles and transaction related expenses.

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

 £000s Segment Revenue Operating Profit
 PEICE

 

Energy 4,167 83
 KR

 

Energy 8,955 366
 APASA

 

AAP 2,050 378
 HMA

 

Energy 3,199 359
 Ichron

 

Energy 2,632 1,386
 OEC

 

Energy 4,720 (83)
 

 

  25,723 2,489

HMA is currently managed as part of the Energy segment, but since the year end HMA has worked closely with the BNE NA business and we are anticipating that it may transfer under the management of the BNE NA board. HMA’s results will be included in the BNE NA segment in that case. HMA’s contribution to Energy in 2013 comprised revenue of £3,199,000, fees of £2,620,000 and operating profit before amortisation of intangibles and transaction related costs of £695,000.

The proforma Group revenue and operating profit assuming that all of the acquisitions had been completed on the first day of the year would have been £621,272,000 and £50,928,000 respectively.

A reconciliation of the goodwill movement in 2013 in respect of acquisitions made in 2012 and 2013 is given in the table below.

  £000s PEICE KR APASA HMA Ichron OEC MR
Goodwill at 1 January 2013 - - - - - - 11,943

  Additions through acquisition

3,343

 

1,514

 

2,198

 

7,619

 

5,538

 

18,293

 

-

 

  Foreign exchange movement

 

(336) (115) (243) (622) - (1,020) (1,842)
  Goodwill at 31 December 2013

 

3,007 1,399 1,955 6,997 5,538 17,273 10,101

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

In 2012, negative goodwill in respect of the acquisition of ASA was recognised and credited to the income statement.  No negative goodwill was recognised in 2013.

10. Deferred consideration

 

£000’s

As at 31 December 2013 As at 31 December 2012
Amount due within one year 20,919 7,842
Amount due between one and two years 14,923 3,543
Total deferred consideration 35,842 11,385

The amount due within one year as at 31 December 2013 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £2,457,000 (31 December 2012: £4,157,000).

11. Commitments and contingencies

The Group completed a number of acquisitions between 1 January 2010 and 31 December 2011 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 the remaining deferred consideration payments will be paid.

The Group retains a cash commitment of £3,603,000 and an estimated remuneration charge to be expensed in 2014 of £1,146,000. These values assume constant foreign exchange rates.

The cash commitment due in 2014 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £2,457,000 as referred to in note 10.

12. 12. Post balance sheet events

On 5th February the Group completed the acquisition of the entire share capital of Whelan’s Corporation Pty Ltd trading as “InSites”, a consultancy with about 50 staff providing surveying and spatial services primarily within the residential land development and urban planning sectors in New South Wales, Australia. Total consideration is AUD 3,839,000 (c.£2,100,000) inclusive of interest at market rate, payable entirely in cash. Consideration paid at completion was AUD 2,639,000 (c.£1,440,000) and a further AUD 600,000 (c.£330,000) inclusive of interest will be paid on the first and second anniversaries of completion. In the year to 30th June 2013 Whelan’s generated revenue of AUD 9,560,000 (c.£5,220,000), fees of AUD 8,548,000 (c.£4,670,000) and profit before tax of AUD 800,000 (c.£440,000).

Due to the proximity of the acquisition date to the date of approval of the Report and Accounts, it is impracticable to provide further information.

13.

The financial information set out above does not constitute the company’s full statutory accounts for the year ended 31 December 2013 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 2012 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 27 March 2013 and a copy will be posted on the Company’s website at that time. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH.

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 are 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 preventingthe 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 2013

The Directors confirm that to the best of their knowledge:

the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face and;

the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for share holders to assess the Company’s performance, business model and strategy.

SIP Announcement

06 Feb


On 05 February 2014 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

05 February2013

  Purchase of Shares on 04 February 2014 £3.355 per share Allotment of Matching Shares 04 February 2014 £3.355 per share Total number of Partnership, Matching and Dividend shares held on 04 February 2014
Gary Young 37 37 14,811
Philip Williams 37 37 8,928
Alan Hearne 37 37 11,420

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 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 220,684,799 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (52,869) from those announced on 23 December 2013 relate to the Company's Performance Share Plan and Share Incentive Plan.

Therefore, the total number of voting rights in RPS Group plc remains at 220,684,799.

The above figure (220,684,799) 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 January 2014

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


SIP Announcement

07 Jan


On 06 January 2014 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:-

07 October 2013

  Purchase of Shares on 03 January 2014 £3.325 per share Allotment of Matching Shares 03 January 2014 £3.325 per share Total number of Partnership, Matching and Dividend shares held on 06 January 2014
Gary Young 38 38 14,737
Philip Williams 38 38 8,854
Alan Hearne 38 38 11,346

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: Performance Share Plan Scheme, Share Incentive Plan Scheme, Executive Share Option Scheme
Period of return: From: 1 July 2013 To: 31 December 2013
Balance of unallotted securities under scheme(s) from previous return: 2,094,208
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): 642,233
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,451,975
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016