Archived Announcements

Voting Rights and Capital

23 Dec
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 222,229,805 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. There has been no increase in RPS Group Plc’s capital since that announced on 30 November 2015.
 
Therefore, the total number of voting rights in RPS Group plc remains at 222,229,805.
 
The above figure (222,229,805) 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 2015

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

SIP Announcement

07 Dec
 

On 04 December 2015 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 Dec 2015

  Purchase of Shares on 03 Dec 2015 £2.3375 per share Allotment of Matching Shares 03 Dec 2015 £2.3375 per share Allotment of Dividend Shares 02 Dec 2015 £2.34 per share Total number of Partnership, Matching and Dividend shares held on 04 Dec 2015
Gary Young 53 53 349 18,221
Philip Williams 53 53 227 11,914
Alan Hearne 53 53 278 14,584
 

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

Voting Rights and Capital

30 Nov
 

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 222,229,805 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (10,697) from those announced on 30 October 2015 relate to the Company’s Performance Share Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 222,229,805.
 
The above figure (222,229,805) 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 November 2015

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

SIP Announcement

06 Nov
 

On 06 November 2015 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 Nov 2015

  Purchase of Shares on 03 Nov 2015 £2.34 per share Allotment of Matching Shares 03 Nov 2015 £2.34 per share Total number of Partnership, Matching and Dividend shares held on 06 Nov 2015
Gary Young 54 54 17,766
Philip Williams 54 54 11,581
Alan Hearne 54 54 14,200
 

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 Nov

Click here to download pdf

 

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 222,219,108 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (55,619) from those announced on 30 September 2015 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 222,219,108.
 
The above figure (222,219,108) 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 October 2015

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

Acquisitions of Iris Environmental and of EIG Pty Ltd

30 Oct
   

BNE: North America

RPS has completed the acquisition of Iris Environmental, (“Iris”), a Californian based consultancy providing environmental services in the US market, for a maximum consideration of US$13.5 million (£8.8 million).

Founded in 1999, Iris has its headquarters in Oakland (San Francisco), with a further office in Irvine (Los Angeles). The company employs about 35 staff. It undertakes projects associated with managing environmental risk primarily for private sector clients in California, particularly technology companies in Silicon Valley.

All vendors are employees of Iris and are remaining with RPS.

In the year to 31 December 2014, Iris had revenues of US$10.1 million (£6.6 million) and profit before tax of US$2.3 million (£1.5 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$2.5 million (£1.6 million).

RPS has acquired the entire share capital of Iris for a maximum total consideration of US$13.5 million (£8.8 million), all payable in cash. Consideration paid to the vendors at completion was US$8.1 million (£5.3 million). Subject to certain operational conditions being met, two further sums of US$2.7 million (£1.8 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

AAP

RPS has also completed the acquisition of Everything Infrastructure Group Pty Ltd (“EIG”), for a maximum consideration of A$32.4 million (£15.2 million). Founded in 2006, EIG is headquartered in Sydney, with offices in Melbourne and Brisbane. Its 60 staff provide strategic advice in respect of infrastructure development, delivery and management. They have extensive experience in all the major sectors of investment, including roads, heavy and light rail, power and water. EIG enhances the project management capability the Group has developed in Australia in recent years, most recently with the acquisition of Point in 2014.

All vendors are employed by EIG and are remaining with RPS.

In the year ended 30 June 2015 EIG had revenue of A$29.8 million (£14.0 million) and profit before tax of A$5.8 million (£2.7 million), after adjustment for non-recurring items. Net assets at 30 June 2015 were A$1.2 million (£0.6 million).

RPS has acquired the entire share capital of EIG for a maximum total consideration of A$32.4 million (£15.2 million), all payable in cash. Consideration paid to the vendors at completion was A$19.4 million (£9.1 million). Subject to certain operational conditions being met two further sums of A$6.5 million (£3.0 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"The acquisition of Iris and EIG further develops Group activities in markets with good prospects both in the immediate future and longer term. Iris extends our capability in the US environmental risk/due diligence market which was established with the acquisition of GaiaTech, in 2014. EIG further develops our penetration of the infrastructure market in Australia and supports our diversification away from the resources sector in that country.

“As we are close to the year end we do not expect a material contribution from either business in 2015. However, they should make a good contribution in 2016, diluting further the continuing effect of the downturn in the oil and gas sector on our Energy business."

30 October 2015

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

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the natural and built environments and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada and Australia Asia Pacific and undertake projects in many other parts of the world.

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.

SIP Announcement

07 Oct


On 02 October 2015 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 Oct 2015

  Purchase of Shares on 02 Oct 2015 £2.244695 per share Allotment of Matching Shares 02 Oct 2015 £2.244695 per share Total number of Partnership, Matching and Dividend shares held on 02 Oct 2015
Gary Young 55 55 17,658
Philip Williams 55 55 11,473
Alan Hearne 56 56 14,092

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


Voting Rights and Capital

30 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 222,163,489 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (49,099) from those announced on 28 August 2015 relate to the Company’s Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 222,163,489.
 
The above figure (222,163,489) 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 2015

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

SIP Announcement

09 Sep


On 08 September 2015 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 Sep 2015

  Purchase of Shares on 08 Sept 2015 £2.27 per share Allotment of Matching Shares 08 Sept 2015 £2.27 per share Total number of Partnership, Matching and Dividend shares held on 08 Sept 2015
Gary Young 55 55 17,548
Philip Williams 55 55 11,363
Alan Hearne 55 55 13,980

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

07 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 222,114,390 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (50,915) from those announced on 31 July 2015 relate to the Company’s Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 222,114,390.
 
The above figure (222,114,390) 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 August 2015

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

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

07 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: (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:

Standard Life Investments (Holdings) Limited (Parent Company) -6.894% comprised of:

Standard Life Investments Limited - 6.829%
Ignis Investment Services Limited - 0.065%

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

Vidacos Nominees/HSBC

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

04/08/2015

6. Date on which issuer notified:

05/08/2015

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

7%


8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

15,899,235

15,899,235

15,308,674

6,071,881

9,236,793

2.734

4.16


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

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

15,308,674

6.894%


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) -6.894% comprised of:

Standard Life Investments Limited - 6.829%
Ignis Investment Services Limited - 0.065%

 


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:

N/A

14. Contact name:

GIOS@standardlife.com
Standard Life Investments Ltd

15. Contact telephone number:

(0131) 245 6565
 

SIP Announcement

05 Aug


On 05 August 2015 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 Aug 2015

  Purchase of Shares on 03 August 2015 £2.15625 per share Allotment of Matching Shares 03 August 2015 £2.15625 per share Total number of Partnership, Matching and Dividend shares held on 05 August 2015
Gary Young 58 58 17,438
Philip Williams 58 58 11,253
Alan Hearne 58 58 13,870

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 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 222,063,475 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (52,736) from those announced on 30 June 2015 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 222,063,474.
 
The above figure (222,063,475) 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 2015

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

Interim Results for the six months ended 30 June 2015

30 Jul

Diverse range of activities and geographies protected the Group from the worst effects of the downturn in the oil and gas sector. Acquisition strategy continued to develop growth markets. Bank facilities refinanced until 2020 and increased to £150 million. Strong operating cash flow. Dividend increased 15%.

  H1 H1 H1
  2015 2014 2014
(constant currency)(3)
Business Performance
Revenue (£m) 284.1 279.4 273.9
Fee income (£5) 253.4 248.6 243.7
PBTA (1) (£m) 28.8 31.4 31.2
Adjusted earnings per share (2)(basic) (p) 9.50 10.30 10.21
Dividend per share (p) 4.66 4.05 4.05
 
Statutory Reporting      
Profit before tax (£m) 17.9 21.7 21.6
Earnings per share (basic) (p) 6.00 6.99 6.94

(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) 2014 results restated at 2015 currency rates.

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

“RPS is a diverse company: we operate across a broad client base in a wide range of geographies and sectors. These characteristics have protected our trading and balance sheet despite the significant downturn in expenditure by our oil and gas sector clients during the first half of the year. Our BNE business in Europe performed particularly well. The rebalancing of our business in AAP towards the infrastructure and development sectors is gaining momentum.

“Our acquisition strategy has successfully supported our expansion into growth markets. The integration of Klotz, the water and transportation consultancy acquired in February 2015, has progressed well. The process of integrating Metier, the Norwegian Project management consultancy acquired in April 2015, with OEC has also begun successfully. Further acquisition opportunities are being evaluated.”

30 July 2015

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 a multi-disciplinary 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, North America and Australia Asia Pacific and undertake projects in many other parts of the world.

Results

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £28.8 million (2014: £31.4 million; £31.2 million on a constant currency basis). Statutory profit before tax was £17.9 million (2014: £21.7 million; £21.6 million on a constant currency basis). Basic earnings per share (before amortisation and transaction related costs) were 9.50 pence (2014: 10.30 pence; 10.21 pence on a constant currency basis). Three of our four reporting segments grew substantially compared with the same period in 2014. Energy suffered from exceptionally weak demand in the exploration and production (“E&P”) market. The contribution of the Group’s four segments was:

  H1 H1 H1
Segment Profit (£m) 2015 2014 2014
(constant currency)(1)
Built and Natural Environment: Europe 14.3 11.6 11.1
Built and Natural Environment: North America 5.3 4.2 4.5
 
Energy 9.6 16.7 17.1
 
Australia Asia Pacific (“AAP") 5.8 3.9 3.6
 
Total 35.0 36.4 36.2

(1)2014 results restated at 2015 currency rates.

Given the substantial reduction in activity by our clients in the oil and gas sector, a reduction of only 3% (at constant currency) in overall segment profit reflects both the robust nature of the Group’s strategy, including acquisitions, and our rapid and effective focus on dealing with the significant changes in the E&P market. The expansion of our BNE businesses limited the effects of the E&P downturn, with the Energy business positioned to grow again as markets allow.

Group central costs were £3.6 million, (2014: £3.4 million) and finance charges were £2.7 million (2014: £1.7 million), reflecting the additional debt taken on to fund acquisitions in 2014 and 2015.

Funding and Dividend

Our balance sheet remains strong and conversion of profit into cash was exceptionally good. We funded acquisition investment of £26.9 million in the period. Net bank borrowings at 30 June 2015 were £72.7 million (31 December 2014: £73.2 million).

Since the period end, we have put in place a five year £150 million revolving credit facility (“RCF”) with Lloyds Bank plc and HSBC Bank plc. This replaced an RCF with Lloyds of £125 million, due to expire in July 2016, on more favourable terms. In addition, six years remain on the £52 million fixed term, fixed rate notes issued through Pricoa in 2014.

The Board remains confident about the Group’s financial strength and prospects and has, once again, increased the interim dividend by 15% to 4.66 pence per share (2014: 4.05 pence) payable on 15 October 2015 to shareholders on the register on 18 September 2015.

Markets and Trading

Built and Natural Environment (“BNE”)

Europe

Within this business we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. It had a successful first half. This segment now includes the Group’s Norwegian business, previously reported in Energy. The process of integrating OEC with Metier to form that country’s leading project management consultancy has begun encouragingly.

  H1 H1 H1
  2015 2014 2014
(constant currency)(1)
Fee income (£m) 106.1 90.9 85.9
Segment Profit (£m)(2) 14.3 11.6 11.1
Margin % 13.4 12.8 12.9

(1)2014 results restated at 2015 currency rates

(2)(after reorganisation costs of £0.1 million (2014: £0.1 million).

The acquisitions made in 2014 (Clear and CgMs) have been integrated successfully and assisted the growth of the UK water and planning and development businesses respectively. Those activities which assist clients develop new capital projects, particularly our planning and development business in the UK, continued to benefit both from improving market conditions and client confidence. Those exposed to operational environments, such as providing environment management advice, continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets. However, our water business in the UK, along with our laboratory activities in the Netherlands, achieved this and in consequence, performed well in the period.

We have won significant new business in recent months, particularly in the form of large long term contracts and are looking forward to a successful second half.

North America

This business developed from our North American Energy business and has a significant exposure to the provision of environmental services to the energy infrastructure market as a result. This has held back progress in recent months as clients have reduced and delayed expenditure on this type of project.

The acquisition of Klotz in February 2015 continued the process of diversifying into more traditional planning and development and environmental consultancy activities; this was also assisted by the acquisition of GaiaTech in 2014. Both these businesses have performed well in the first half and assisted the North American business to secure year on year growth.

  H1 H1 H1
  2015 2014 2014
(constant currency)(1)
Fee income (£m) 28.6 19.0 20.5
Segment Profit (£m)(2) 5.3 4.2 4.5
Margin % 18.7 22.0 21.8

(1) 2014 results restated at 2015 currency rates

(2) after reorganisation costs of £0.1 million (2014: nil)

We are expecting the first half trends to continue for the rest of the year, with full year growth being achieved.

Energy

We provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, USA and Canada. These act as regional centres for projects undertaken in many other countries.

During the course of the first half of the year, our experienced management team has responded well to a significant reduction in our clients’ spend and an extended period of uncertainty about whether -and when - projects might commence. The maintenance of a margin well into double figures in these circumstances confirms both the quality of this business and the added value it provides to our clients.

  H1 H1 H1
  2015 2014 2014
(constant currency)(1)
Fee income (£m) 67.3 88.8 90.9
Segment Profit (£m)(2) 9.6 16.7 17.1
Margin % 14.3 18.8 18.8

(1) 2014 results restated at 2015 currency rates.

(2) after reorganisation costs of £0.4m (2014 nil).

We continued to benefit from our prominent position in the sector in many parts of the world, as well as good demand for our range of advisory services, particularly in relation to transactions and valuations. Our clients’ E&P budgets for 2015 remain substantial, although many of them have delayed project start-up decisions. As a result, the total volume of work available so far this year has reduced significantly and fee rates have, inevitably, come under pressure. National oil companies and Government agencies have been less affected than the international companies. We have, therefore, continued to develop our relationships with these clients.

As previously reported, the year started slowly, but our activity in Q2 was at a somewhat higher level than in Q1. Profit in Q2 was well ahead of Q1. We have significantly reduced our cost base and anticipate the second half should deliver further improvement.

The global demand for oil and gas remains substantial. Once market uncertainty reduces it will be possible for us, as a market leader in this sector, to produce attractive and growing returns again.

AAP

This business is a combination of the former BNE, AAP and the AAP component of Energy. They were brought together in 2013 to help counter the impact of the slowdown in the resources sector by focusing more upon the buoyant infrastructure sector. The business grew in the first half and improved its margin, primarily as a result of our repositioning strategy and, in particular, the acquisition of the project management consultancy, Point.

  H1 H1 H1
  2015 2014 2014
(constant currency)(1)
Fee income (£m) 52.3 50.8 47.1
Segment Profit (£m)(2) 5.8 3.9 3.6
Margin % 11.0 7.7 7.6

(1) 2014 results restated at 2015 currency rates

(2) after reorganisation costs of £0.3 million (2014: £0.9 million)

We see activity in the resources sector remaining flat at best, as Australia unwinds its high cost production structure. Acquired in September 2014, Point has made a significant contribution to our strategy to take advantage of increased public expenditure upon infrastructure. Following recent elections in New South Wales, Victoria and Queensland, this is an increasingly attractive market. In consequence, we see further growth being achieved in the second half.

Group Prospects

Our adaptable business model and broad spread of clients, services and geographies has once again demonstrated that it is capable of delivering in difficult market conditions. Energy profit grew significantly in Q2, relative to Q1 and we expect H2 to show further improvement. After a much improved first half, AAP is expected to achieve further growth in the second half of the year.

We anticipate our BNE businesses will also continue to perform well and with AAP should help balance any further softness in Energy for the remainder of this year. Further acquisition opportunities are being evaluated.

Board of Directors
RPS Group plc
30 July 2015

Condensed consolidated income statement

 

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000   2015 2014 2014
 
 
Revenue 3 284,088 279,376 572,126
Recharged expenses 3 (30,648) (30,778) (67,167)
Fee income 3 253,440 248,598 504,959
 
Operating profit before amortisation of acquired intangibles and transaction related costs 3 31,434 33,058 70,244
 
Amortisation of acquired intangibles and transaction related costs 4 (10,873) (9,686) (19,842)
 
Operating profit 3 20,561 23,372 50,402
 
Finance costs   (2,746) (1,741) (4,242)
Finance income   93 35 112
 
Profit before tax, amortisation of acquired intangibles and transaction related costs   28,781 31,352 66,114
 
 
Profit before tax   17,908 21,666 46,272
 
Tax expense 5 (4,698) (6,348) (12,925)
Profit for the period attributable to equity holders of the parent   13,210 15,318 33,347
 
 
Basic earnings per share (pence) 6 6.00 6.99 15.20
 
Diluted earnings per share (pence) 6 5.98 6.95 15.12
 
Adjusted basic earnings per share (pence) 6 9.50 10.30 22.04
 
Adjusted diluted earnings per share (pence) 6 9.46 10.25 21.92

Condensed consolidated statement of comprehensive income

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2015 2014 2014
 
Profit for the period 13,210 15,318 33,347
Exchange differences* (13,933) (1,785) (4,602)
Remeasurement of net defined benefit liability (176) (256) (601)
Tax on remeasurement of defined benefit liability - - 112
 
Total recognised comprehensive (expense)/income for the period attributable to equity holders of the parent (899) 13,277 28,256

* 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 2015 2014 2014
 
Assets        
Non-current assets        
Intangible assets   420,311 387,691 404,996
Property, plant and equipment 7 25,388 28,753 27,371
Deferred tax asset   4,174 3,630 4,043
    449,873 420,074 436,410
Current assets        
Trade and other receivables   170,521 170,075 170,905
Cash at bank   17,227 19,019 17,521
    187,748 189,094 188,426
Liabilities        
Current liabilities        
Borrowings   246 3,411 542
Deferred consideration   19,893 13,722 17,170
Trade and other payables   111,668 100,520 101,825
Corporation tax liabilities   5,890 3,932 2,213
Provisions   1,272 1,420 1,206
    138,969 123,005 122,956
Net current assets   48,779 66,089 65,470
Non-current liabilities        
Borrowings   89,668 79,440 90,159
Deferred consideration   13,941 11,690 9,540
Other creditors   2,973 2,747 2,734
Deferred tax   15,119 12,366 12,874
Provisions   1,798 2,009 1,896
    123,499 108,252 117,203
Net assets   375,153 377,911 384,677
 
Equity        
Share capital   9 6,660 6,630 6,640
Share premium   111,533 109,235 110,100
Other reserves 10 (3,163) 15,226 11,551
Retained earnings   260,123 246,820 256,386
Total shareholders’ equity   375,153 377,911 384,677

Condensed consolidated cash flow statement
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2015 2014 2014
 
Adjusted cash generated from operations 12 47,774 29,441 70,772
Deferred consideration treated as remuneration   - (2,792) (3,635)
Cash generated from operations   47,774 26,649 67,137
Interest paid   (2,340) (1,503) (3,771)
Interest received   93 35 112
Income taxes paid   (4,857) (8,751) (19,503)
Net cash from operating activities   40,670 16,430 43,975
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   (23,319) (22,138) (36,959)
Deferred consideration   (3,628) (9,767) (19,722)
Purchase of property, plant and equipment   (3,345) (4,299) (7,698)
Sale of property, plant and equipment   267 148 471
Net cash used in investing activities   (30,025) (36,056) (63,908)
 
Cash flows from financing activities        
Proceeds from issue of share capital   - 1 1
Proceeds from bank borrowings   (562) 26,870 36,406
Payment of finance lease liabilities   (45) (117) (645)
Dividends paid 11 (9,668) (8,453) (17,379)
Payment of pre-acquisition dividend   (70) - -
Net cash from/(used in) financing activities   (10,345) 18,301 18,383
 
Net (decrease)/increase in cash and cash equivalents   300 (1,325) (1,550)
 
Cash and cash equivalents at beginning of period   17,046 17,791 17,791
 
Effect of exchange rate fluctuations   (321) (368) 805
 
Cash and cash equivalents at end of period   17,025 16,098 17,046
 
 
Cash and cash equivalents comprise:        
Cash at bank   17,227 19,019 17,521
Bank overdraft   (202) (2,921) (475)
 
Cash and cash equivalents at end of period   17,025 16,098 17,046

Condensed consolidated statement of changes in equity

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
At 1 January 2015 6,640 110,100 256,386 11,551 384,677
Total comprehensive income for the period - - 13,034 (13,933) (899)
Issue of new ordinary shares 20 1,433 (672) (781) -
Share based payment expense - - 1,043 - 1,043
Dividends - - (9,668) - (9,668)
 
At 30 June 2015 6,660 111,533 260,123 (3,163) 375,153
 
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
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

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 2015 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 2014 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 2014 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2014 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 auditor 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, despite the current uncertain economic environment, the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group’s interim financial statements.

 

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

30 July 2015

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 April 2015 Trading Update, our Norwegian business is now reported in the BNE: Europe segment. Previously it was reported in the Energy segment. Accordingly, the June and December 2014 segmental results have been restated.

The business segments of the Group are as follows:

 

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.

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.

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.

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 such as 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 2015:

£000’s Fees Expenses Intersegment revenue External Revenue
Energy 67,280 7,409 (239) 74,450
BNE - Europe 106,108 14,572 (403) 120,277
BNE - North America 28,586 3,382 (172) 31,796
AAP 52,300 5,418 (153) 57,565
Group eliminations (834) (133) 967 -
Total 253,440 30,648 - 284,088

£000’s Underlying profit Reorganisation costs Segment profit
Energy 10,045 (400) 9,645
BNE - Europe 14,323 (54) 14,269
BNE - North America 5,445 (104) 5,341
AAP 6,061 (303) 5,758
Total 35,874 (861) 35,013

Segment results for the period ended 30 June 2014 (restated):

£000’s Fees Expenses Intersegment revenue External revenue
Energy 88,805 14,167 (328) 102,644
BNE - Europe 90,866 9,669 (372) 100,163
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 16,672 - 16,672
BNE - Europe 11,772 (144) 11,628
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 31 December 2014 (restated):

£000’s Fees Expenses Intersegment revenue External revenue
Energy 175,504 28,953 (680) 203,777
BNE - Europe 186,288 22,274 (817) 207,745
BNE - North America 41,322 5,916 (639) 46,599
AAP 103,615 10,557 (167) 114,005
Group eliminations (1,770) (533) 2,303 -
Total 504,959 67,167 - 572,126

£000’s Underlying profit Reorganisation costs Segment profit
Energy 35,131 (167) 34,964
BNE - Europe 25,170 (253) 24,917
BNE - North America 9,112 - 9,112
AAP 9,639 (1,419) 8,220
Total 79,052 (1,839) 77,213

Group reconciliation

£000’s 30 June 2015 30 June 2014 31 Dec 2014
 
Revenue 284,088 279,376 572,126
Recharged expenses (30,648) (30,778) (67,167)
Fees 253,440 248,598 504,959
 
Underlying profit 35,874 37,411 79,052
Reorganisation costs (861) (997) (1,839)
Segment profit 35,013 36,414 77,213
Unallocated expenses (3,579) (3,356) (6,969)
Operating profit before amortisation of acquired intangibles and transaction related costs 31,434 33,058 70,244
Amortisation of acquired intangibles and transaction related costs (10,873) (9,686) (19,842)
Operating profit 20,561 23,372 50,402
Net finance costs (2,653) (1,706) (4,130)
Profit before tax 17,908 21,666 46,272

Total segment assets were as follows:
 
£000’s 30 June 2015 30 June 2014 (restated) 31 December 2014 (restated)
 
Energy 145,718 191,180 190,203
BNE - Europe 298,969 237,447 247,633
BNE - North America 66,235 53,129 52,276
AAP 117,976 118,669 126,890
Unallocated 8,723 8,743 7,834
Total 637,621 609,168 624,836

4. Amortisation of acquired intangibles and transaction related costs

£000’s 30 June 2015 30 June 2014 31 December 2014
 
Amortisation of acquired intangibles 10,244 8,205 17,605
Contingent deferred consideration treated as remuneration - 870 1,077
Deferred consideration fair value adjustment - (66) -
Third party advisory costs 629 677 1,160
Total 10,873 9,686 19,842

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 2015. 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 2015 30 June 2014 31 December 2014
 
Current tax expense 6,609 7,977 17,153
Deferred tax credit (1,911) (1,629) (4,228)
Total tax expense in the income statement 4,698 6,348 12,925
 
Add back:      
Tax on amortisation of acquired intangibles and acquisition related costs 3,179 2,432 4,838
Adjusted tax charge on PBTA for the period 7,877 8,780 17,763
Tax rate on PBT 26.2% 29.3% 27.9%
Tax rate on PBTA 27.4% 28.0% 26.9%

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 2015 2014 2014
 
Profit attributable to ordinary shareholders 13,210 15,318 33,347
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 219,940 219,188 219,399
Effect of employee share schemes 1,135 1,105 1,135
Weighted average number of ordinary shares for the purposes of diluted earnings per share 221,075 220,293 220,534
 
Basic earning per share (pence) 6.00 6.99 15.20
 
Diluted earnings per share (pence) 5.98 6.95 15.12

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 2015 Six months ended 30 June 2014 Year ended 31 Dec 2014
 
 
Profit attributable to ordinary shareholders 13,210 15,318 33,347
Amortisation of acquired intangibles and transaction related costs 10,873 9,686 19,842
Tax on amortisation of acquired intangibles and transaction related costs (3,179) (2,432) (4,838)
Adjusted profit attributable to ordinary shareholders 20,904 22,572 48,351
 
Adjusted basic earnings before per share (pence) 9.50 10.30 22.04
 
Adjusted diluted earnings per share (pence) 9.46 10.25 21.92

7. Property, plant and equipment

During the six months ended 30 June 2015 the Group acquired assets with a cost of £3,904,000 (six months to 30 June 2014: £5,497,000), which includes £511,000 acquired through business combinations (six months to 30 June 2014: £1,045,000). Assets with a net book value of £352,000 were disposed of during the six months ended 30 June 2015 (six months ended 30 June 2014: £90,000).

8. Acquisitions

The Group completed the following acquisitions during the six months ended 30 June 2015. Each of these broadens and strengthens the services the Group offers.

Entity acquired Date of Acquisition Place of incorporation Percentageof entity acquired Nature of business acquired
Klotz Associates Inc 11/2/15 USA 100% Water and transportation consultancy
Metier Holding AS 29/4/15 Norway 100% Project management and training services

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.

Details of the carrying values of their acquired net assets, the provisional fair values assigned to them by the Group, the fair value of consideration and the resulting goodwill are as follows:

£000’s Klotz Metier Total
Intangible assets:      
 Order book 1,767 1,121 2,888
 Customer relations 3,423 4,945 8,368
 Trade names 611 1,193 1,804
 Software - 1,361 1,361
PPE 63 448 511
Cash 1,355 816 2,171
Other assets 4,521 9,220 13,741
Other liabilities (5,283) (12,372) (17,655)
Net assets acquired 6,457 6,732 13,189
       
Satisfied by:      
Initial cash consideration 11,106 14,384 25,490
Fair value of deferred consideration 4,490 7,795 12,285
Total consideration 15,596 22,179 37,775
Goodwill 9,139 15,447 24,586

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 £8,548,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

£000’s Gross receivables Estimated irrecoverable Fair value of assets acquired
Klotz 2,531 (99) 2,432
Metier 6,232 (116) 6,116
  8,763 (215) 8,548

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 £12,455,000. 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 £629,000 (six months to 30 June 2014: £677,000) 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 period is given below.

£000’s Segment Revenue Operating Profit
Klotz BNE: NA 7,857 563
Metier BNE: Europe 6,501 145
    14,358 708

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 £299,283,000 and £21,007,000 respectively.

A reconciliation of the goodwill movement in 2015 in respect of acquisitions made in 2014 and 2015 is given in the table below.


£000’s

Goodwill at

1/1/15
Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 30/6/15
Whelans 741 - 55 (57) 739
Clear 3,240 - (67) - 3,173
GaiaTech 11,975 - - (102) 11,873
CgMs 7,623 - (54) - 7,569
Delphi 439 - 12 (26) 425
Point 8,946 - 102 (629) 8,419
Klotz - 9,139 - (294) 8,845
Metier - 15,447 - (969) 14,478

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

No negative goodwill was recognised in 2014 or 2015.

9. Share capital

  2015 Number 000’s 2015 £000’s 2014 Number 000’s 2014 £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 221,348 6,640 220,632 6,619
Issued under employee share schemes 664 20 362 11
At 30 June 222,012 6,660 220,994 6,630

10. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
At 1 January 2015 21,256 (10,776) 1,071 11,551
Exchange differences - - (13,933) (13,933)
Issue of new shares - (781) - (781)
At 30 June 2015 21,256 (11,557) (12,862) (3,163)
 
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

11. Dividends

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

£000’s Six months ended 30 June 2015 Six months ended 30 June 2014 Year ended 31 Dec 2014
 
Final dividend for 2014 4.42p per share 9,668 - -
Interim dividend for 2014 4.05p per share - - 8,926
Final dividend for 2013 3.84p per share - 8,453 8,453
  9,668 8,453 17,379

An interim dividend in respect of the six months ended 30 June 2015 of 4.66 pence per share, amounting to a total dividend of £10,303,000 was approved by the Directors of RPS Group Plc on 28 July 2015. 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 2015 2014 2014
 
Operating profit 20,561 23,372 50,402
Adjustments for:      
Depreciation 4,051 4,216 8,458
Amortisation of acquired intangibles 10,244 8,205 17,605
Contingent deferred consideration treated as remuneration - 870 1,077
Deferred consideration fair value adjustment 10 (66) -
Share based payment expense 1,043 960 2,027
Loss/(profit) on sale of property, plant and equipment 85 (61) (249)
  35,994 37,496 79,320
       
Decrease/(increase) in trade and other receivables 9,280 (4,154) 2,956
Increase/(decrease) in trade and other payables 2,500 (3,901) (11,504)
 
Adjusted cash generated from operations 47,774 29,441 70,772

* 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 2015.

£000’s At 1 January 2015 Cash flow Acquisition debt Foreign exchange At 30 June 2015
 
Cash at bank 17,521 (2,132) 2,171 (333) 17,227
Overdrafts (475) 261 - 12 (202)
Cash and cash equivalents 17,046 (1,871) 2,171 (321) 17,025
Bank Loans (90,076) 562 - (93) (89,607)
Finance lease creditor (150) 45 - - (105)
 
Net bank borrowings (73,180) (1,264) 2,171 (414) (72,687)

The cash balance includes £3,783,000 (31 December 2014: £4,139,000) that is restricted in its use.

13. Events after the balance sheet date

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

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2014 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on pages 10 and 11 of the 2014 Report and Accounts (available on the Group’s website at www.rpsgroup.com) and are summarised as follows:

- Health and safety
- Economic environment
- Political events
- Environmental and health risks
- Information systems
- Recruitment and retention of key personnel
- Market position and reputation
- Litigation
- Compliance
- Business acquisitions
- Funding

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 to the nature and treatment of related party transactions for the period to those reported in the 2014 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 2015. 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 2015, 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 2015 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

30 July 2015

SIP Announcement

07 Jul


On 07 July 2015 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 July 2015

  Purchase of Shares on 03 July 2015 £2.225 per share Allotment of Matching Shares 03 July 2015 £2.225 per share Total number of Partnership, Matching and Dividend shares held on 07 July 2015
Gary Young 57 57 17,322
Philip Williams 57 57 11,137
Alan Hearne 57 57 13,756

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 2015 To: 30 June 2015
Balance of unallotted securities under scheme(s) from previous return: 736,198
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): 1,000,000
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): 664,468
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,071,730
   
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 222,010,739 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (98,591) from those announced on 29 May 2015 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 222,010,739.
 
The above figure (222,010,739) 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 2015

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

SIP Announcement

19 Jun


On 16 June 2015 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:-

19 June 2015

  Purchase of Dividend Shares on 16 June 2015 2.278 per share Total number of Partnership, Matching and Dividend shares held on 16 June 2015
Gary Young 323 17,208
Philip Williams 206 11,023
Alan Hearne 255 13,642

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 - Standard Life

12 Jun


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of 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:

Standard Life Investments (Holdings) Limited (Parent Company) -8.878% comprised of:
Standard Life Investments Limited - 8.808%
Ignis Investment Services Limited - 0.070%

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

Vidacos Nominees\HSBC

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

10/06/2015

6. Date on which issuer notified:

11/06/2015

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

9%.


8.Notified details:

A: Voting rights attached to shares

Class/type of share if possible use ISIN code

GBOO07594764

Situation previous to the triggering transaction

Number of shares

Number of voting rights

20,699,401

20,699,401

Resulting situation after the triggering transaction

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Indirect

Direct

Indirect

19,700,375

9,312,094

10,388,281

4.196

4.681


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

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

19,700,375

8.878


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) -8.878% comprised of:
Standard Life Investments Limited - 8.808%
Ignis Investment Services Limited - 0.070%

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:

N/A

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 - Schroders plc

08 Jun

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of 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:

Schroders plc

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

 

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

05.06.15.

6. Date on which issuer notified:

08.06.15.

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

Above 5%.


8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

Below 5%

Below 5%

12,549,336

N/A

12,424,366

N/A

5.599%


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

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

12,424,366

5.599%


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

Schroder Investment Management Limited

11,031,366

4.971%

Schroder & Co. Limited

1,393,000

0.628%

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A


13. Additional information:

The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 221,912,148.

14. Contact name:

Chloe Talbot

15. Contact telephone number:

020 7658 6000
 

SIP Announcement

03 Jun


On 02 June 2015 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

03 June 2015

  Purchase of Shares on 02 June 2015 £2.374 per share Allotment of Matching Shares 02 June 2015 £2.374 per share Total number of Partnership, Matching and Dividend shares held on 02 June 2015
Gary Young 52 52 16,885
Philip Williams 52 52 10,817
Alan Hearne 52 52 13,387

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


SIP Announcement

03 Jun


On 02 June 2015 as a result of the purchase and allotment by the RPS Group Plc Share Incentive Plan (an HM Revenue & Customs approved all employee share purchase plan), the executive directors of the Company and persons discharging management responsibility have the following interests as a result of their personal participation in the Plan:-

03 June 2015

  Purchase of Shares on 02 June 2015 £2.374 per share Allotment of Matching Shares 02 June 2015 £2.374 per share Total number of Partnership, Matching and Dividend shares held on 02 June 2015
Gary Young 52 52 16,885
Philip Williams 52 52 10,817
Alan Hearne 52 52 13,387

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

01 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 221,912,148 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (113,522) from those announced on 30 April 2015 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 221,912,148.
 
The above figure (221,912,148) 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 May 2015

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

SIP Announcement

06 May


On 01 May 2015 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 2015

  Purchase of Shares on 01 May 2015 £2.082 per share Allotment of Matching Shares 01 May 2015 £2.082 per share Total number of Partnership, Matching and Dividend shares held on 01 May 2015
Gary Young 60 60 16,781
Philip Williams 60 60 10,713
Alan Hearne 60 60 13,283

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

01 May


RPS Group plc held its Annual General Meeting on Friday 1 May 2015 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

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 221,798,626 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (98,696) from those announced on 31 March 2015 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 221,798,626.
 
The above figure (221,798,626) 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 April 2015

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

Acquisition of Metier Holding AS

30 Apr


Acquisition

RPS announces the acquisition of Metier Holding AS (“Metier”), a Norwegian based consultancy providing project management and training services, for a maximum consideration of NOK 267million (£22.3 million).

Metier operates across Norway from its headquarters in Oslo. The company, which employs approximately 160 staff, was founded in 1976 and works primarily on projects associated with delivering public and private sector infrastructure.

Metier trades within similar markets to OEC, the Norwegian project management consultancy acquired by RPS in October 2013, with less focus on the oil and gas sector. It has also developed an internet based project management training capability. The activities of the two businesses will be integrated to take advantage of the market leading capability they will have in combination. Although this will involve modest cost in 2015, the transaction will be earnings enhancing in the current year.

The two businesses will, in total, have about three quarters of their activities in built and natural environment markets. The combined results will, therefore, from the Interim Results for 2015, be reported as part of BNE: Europe. OEC has been reported as part of Energy. The restatements required for the 2014 Results (Interim and Full Year) to provide year on year comparisons are shown in Annex 1.

52% of the Metier shares are held by external investors. The remaining 48% is held by 64 Metier staff, who are remaining with the business.

In the year to 31 December 2014, Metier had revenues of NOK390 million (£32.6 million), and profit before tax of NOK35.3 million (£3.0 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were NOK45.1 million (£3.8 million). Gross assets at 31 December 2014 were NOK159.1 million (£13.3 million).

RPS is acquiring the entire share capital of Metier for a maximum total consideration of NOK267 million (£22.3 million), all payable in cash. Consideration paid to the vendors at completion was NOK166.8 million (£14.0 million). Subject to certain operational conditions being met, two further sums of NOK49.2 million (£4.1 million) and NOK50.6 million (£4.2 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

Trading Update

As we anticipated the major issue facing the Group in the early months of the year has been the continuing volatility in the oil and gas sector and its impact on projects which are likely to be progressed by our clients. National oil companies, to which we provide extensive support, have been less affected than the international companies. The market stabilisation which seemed to be developing in February proved fragile. As a result our Energy business has had a slower than expected start to the year, although we have recently seen an encouraging increase in our asset valuation workload, related to transactions and financing.

Our clients’ E&P budgets for 2015 remain substantial and the cost of executing their projects has reduced significantly. We still anticipate an increased level of activity will develop during the course of the year once specific project costs and plans have been defined. We will also benefit from actions taken recently to reduce our cost base.

RPS is a diverse company operating in a wide range of geographies and sectors. Our other businesses have all grown year on year assisted by the acquisitions made in 2014 and improving economic circumstances in the UK and US. The integration of Klotz, the water and transportation consultancy acquired in February 2015, into our BNE: North America business has started well. The rebalancing of our business in AAP towards the infrastructure and development sectors continues positively. Further acquisitions are under consideration.

Our balance sheet remains strong; net bank borrowings at the end of March were £67.0 million (December 2014 £73.2m).

30 April 2015


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

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

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.

Annex 1

Segment results for the year ended 31 December 2014 as restated

  £’000 Fees Expenses Intersegment
revenue
External
revenue
  
  Energy 175,504 28,953 (680) 203,777
  BNE - Europe 186,288 22,274 (817) 207,745
  BNE - North America 41,322 5,916 (639) 46,599
  AAP 103,615 10,557 (167) 114,005
  Group eliminations (1,770) (533) 2,303 -
  Total 504,959 67,167 - 572,126

  £’000 Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy 35,131 (167) 34,964
  BNE - Europe 25,170 (253) 24,917
  BNE - North Amercia 9,112 - 9,112
  AAP 9,639 (1,419) 8,220
  Total 79,052 (1,839) 77,213

Segmental results for the year ended 31 December 2014 as originally presented

  £’000 Fees Expenses Intersegment
revenue
External
revenue
  
  Energy 205,055 29,492 (680) 233,867
  BNE - Europe 156,737 21,735 (817) 177,655
  BNE - North America 41,322 5,916 (639) 46,599
  AAP 103,615 10,557 (167) 114,005
  Group eliminations (1,770) (533) 2,303 -
  Total 504,959 67,167 - 572,126

  £’000 Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy 38,973 (167) 38,806
  BNE - Europe 21,328 (253) 21,075
  BNE - North Amercia 9,112 - 9,112
  AAP 9,639 (1,419) 8,220
  Total 79,052 (1,839) 77,213

Reclassifications for the year ended 31 December 2014

  £’000 Fees Expenses Intersegment
revenue
External
revenue
  
  Energy (29,551) (539) - (30,090)
  BNE - Europe 29,551 539 - 30,090
  BNE - North America - - - -
  AAP - - - -
  Group eliminations - - - -
  Total - - - -

  £’000 Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy (3,842) - (3,842)
  BNE - Europe 3,842 - 3,842
  BNE - North Amercia - - -
  AAP - - -
  Total - - -

Segment results for the half year ended 30 June 2014 as restated

  £’000 Fees Expenses Intersegment
revenue
External
revenue
  
  Energy 88,805 14,167 (328) 102,644
  BNE - Europe 90,866 9,669 (372) 100,163
  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 Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy 16,672 - 16,672
  BNE - Europe 11,772 (144) 11,628
  BNE - North Amercia 4,185 - 4,185
  AAP 4,782 (853) 3,929
  Total 37,411 (997) 36,414

Segment results for the half year ended 30 June 2014 as originally presented

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

Reclassifications for the half year ended 30 June 2014

  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  Energy (15,325) (259) - (15,584)
  BNE - Europe 15,325 259 - 15,584
  BNE - North America - - - -
  AAP - - - -
  Group eliminations - - - -
  Total - - - -

  £000’s Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy (1,632) - (1,632)
  BNE - Europe 1,632 - 1,632
  BNE - North Amercia - - -
  AAP - - -
  Total - - -

TR-1: Notification of Major Interest in Shares - Threadneedle Investments

22 Apr


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:

Ameriprise Financial, Inc. and its group

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

See additional information under 13.

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

17 April 2015.

6. Date on which issuer notified:

21 April 2015.

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

Below the threshold of 5%.


8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

12,036,115

12,036,115

178,179

178,179

10,396,618

0.080%

4.690%


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

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

 

 

 

 

 

Nominal

Delta

 

 


Total (A+B+C)

Number of voting rights

Percentage of voting rights

10,574,797

4.770%


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

Ameriprise Financial, Inc., which through intermediate holding companies controls the voting rights of Columbia Management Investment Advisers, Columbia Wanger Asset Management, Threadneedle Management Luxembourg SA and Threadneedle Asset Management Holdings Ltd, which itself controls the voting rights of Threadneedle Asset Management Ltd, Threadneedle International Ltd and Threadneedle Pensions Ltd.

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:

Registered Owner

Ameriprise Financial Inc

A/c

241,454

Columbia Wanger Asset Management LLC

A/c

3,172,470

HSBC Global Custody Nominee (UK) Limited

A/c 740190

99,392

HSBC Global Custody Nominee (UK) Limited

A/c 739874

459,547

HSBC Global Custody Nominee (UK) Limited

A/c 740311

55,202

Nortrust Nominees Ltd

A/c ZLA05

582,638

Nortrust Nominees Ltd

A/c ZLA07

2,977,876

Littledown Nominees Ltd

A/c 07197

178,179

Littledown Nominees Ltd

A/c 10479

5,087

Nortrust Nominees Ltd

A/c ZLA12

136,723

Nortrust Nominees Ltd

A/c ZLA14

39,517

Nortrust Nominees Ltd

A/c 34789

339,439

Littledown Nominees Ltd

A/c 10488

721,970

Littledown Nominees Ltd

A/c 10490

815,303

Littledown Nominees Ltd

A/c 31348

750,000

14. Contact name:

Mark Powney, Threadneedle Group

15. Contact telephone number:

+44 (0) 1793 363 135
 

SIP Announcement

09 Apr


On 08 April 2015 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 March 2015

  Purchase of Shares on 08 April 2015 £2.417 per share Allotment of Matching Shares 08 April 2015 £2.417 per share Total number of Partnership, Matching and Dividend shares held on 08 April 2015
Gary Young 52 52 16,661
Philip Williams 52 52 10,593
Alan Hearne 52 52 13,163

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 221,699,930 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (227,101) from those announced on 27 February 2015 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 221,699,930.
 
The above figure (221,699,930) 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 March 2015

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

SIP Announcement

12 Mar


On 10 March 2015 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:-

12 March 2015

  Purchase of Shares on 10 March 2015 £2.329 per share Allotment of Matching Shares 10 March 2015 £2.329 per share Total number of Partnership, Matching and Dividend shares held on 10 March 2015
Gary Young 54 54 16,557
Philip Williams 54 54 10,489
Alan Hearne 54 54 13,059

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

27 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 221,472,829 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (71,981) from those announced on 30 January 2015 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 221,472,829.
 
The above figure (221,472,829) 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.

27 February 2015

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

Results for the Year Ended 31 December 2014

26 Feb


10% PBTA growth and 14% eps growth on constant currency basis. Dividend increased 15%. £58 million of investment committed to acquisitions, further increasing strength of international platform. Recently completed first acquisition of 2015, in BNE: North America.

Summary of Results


  2014 2013 2013
(constant currency)
  Business Performance
  Revenue (£m) 572.1 567.6 540.3
  Fee income (£m) 505.0 492.1 468.3
  PBTA(1) (£m) 66.1 63.0 60.2
  Adjusted earnings per share(2) (basic) (p) 22.04 20.22 19.32
  Total dividend per share (p) 8.47 7.36 7.36
 
  Statutory reporting
  Profit before tax (£m) 46.3 43.6 41.9
  Earnings per share (basic) (p) 15.20 13.11 12.72

Highlights

successful execution of strategy produced 10% PBTA growth (constant currency).

reduced tax rate and charge; 14% eps growth (constant currency).

Energy business continued to grow, managing well the declining oil price and political unrest in the Middle East.

£58m total consideration committed to new acquisitions which will enhance performance in 2015.

balance sheet remains strong with year end net bank borrowings at £73.2m and facility headroom of £87m at the year end.

proposed full year dividend increased by 15%.

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.


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

“Once again our business model delivered good results, with a number of high quality acquisitions making a significant contribution and positioning us well for 2015. This was achieved despite a number of factors outside our control, notably the strength of sterling, the rapid fall in the oil price and unrest in the Middle East.

RPS generates good cash flow and is financially strong. We have the resources necessary to continue our buy and build strategy. We have completed our first acquisition of 2015 in the US and anticipate further transactions during the course of the year.

We believe our positioning and business model should deliver a successful outcome and further growth in the current year.” ”

26 February 2015


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, Norway, the United States, Canada, 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.

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

Results

PBTA for the full year grew to £66.1 million (2013: £63.0 million; £60.2 million on a constant currency basis), with all four segments contributing to this growth, on a constant currency basis. Margins in the businesses remained good.

The strength of sterling had a significant adverse effect on our consolidated profit growth. This was offset by the contribution from acquisitions. Adjusted basic earnings per share were 22.04 pence (2013: 20.22 pence; 19.32 pence on a constant currency basis).

PBT for the full year was £46.3 million (2013: £43.6 million; £41.9 million on a constant currency basis).

At the segment level we focus on underlying profit; all segments grew on a constant currency basis; the contribution from each segment was:


  Underlying Profit* (£m) 2014 2013 2013
(constant currency)
 
  Energy 39.0 36.4 35.3
 
  Built and Natural Environment: Europe 21.3 19.2 18.8
                                                         : North America 9.1 8.3 7.8
 
  Australia, Asia Pacific 9.6 10.0 9.0
 
  Total 79.1 73.9 70.9

*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 over three quarters of our underlying profit generated outside the UK. Although this diversity exposes us to currency fluctuations, it enables the Group to deliver good results, even when confronted with challenging conditions.

Cash Flow, Funding and Dividend

Our cash flow in the year was good and our balance sheet remains strong. Our year end net bank borrowings were £73.2m (2013: £32.4m) after paying out £17.4 million in dividends (2013: £15.0 million) and £64.7 million (2013: £46.7 million) in respect of initial and deferred payments for acquisitions, including acquired net debt. Net bank borrowings include a £51.8 million loan from Pricoa, due for repayment in 2021. We have a £125 million committed revolving credit facility with Lloyds available until July 2016 which had headroom of about £87 million at the year end. The Board intends to refinance the Lloyds facility during the course of the next few months, which is likely to involve an additional bank providing part of our total facilities.

The Board is recommending a final dividend of 4.42 pence per share payable on 22 May 2015 to shareholders on the register on 24 April 2015. If approved, the total dividend for the full year would be 8.47 pence per share, an increase of 15% (2013: 7.36 pence per share).

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

Markets and Trading

Energy

The Energy business continued to grow, with an improved result in the second half supported by acquisitions made in 2013, managing well the rapid decline in oil price and political unrest in the Middle East. The strong margin was also maintained.

We provide internationally recognised consultancy services to the oil and gas 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. Our range of clients and services and geographical diversity of our business provides opportunity for us throughout the investment cycle in this industry.


  2014 2013 2013
(constant currency)
  Fee income (£m) 205.1 186.9 180.7
  Underlying profit* (£m) 39.0 36.4 35.3
  Margin (%) 19.0 19.5 19.5

*As defined in note 2. Reorganisation costs: 2014 £0.2m; 2013 £0.1m.

We continued to benefit from our excellent reputation and prominent position in the oil and gas sector in many parts of the world. In particular, we experienced good demand for our consultancy advice, including transaction and asset valuation support. During the second quarter some of our clients began to manage expenditure more tightly, particularly in their operational activities. Against the background of a rapidly falling oil price, this trend continued through the second half. Our trading was also affected by the political disruption in the Middle East, which caused clients to delay investment in Kurdistan/Iraq.

Despite these adverse conditions our profit in the year grew. This, in part, reflects the flexible nature of our business model which enables us to execute much of our operations support with experts recruited for specific assignments. Our global reach enables us to support a wide range of long term clients, for whom we undertake many projects of varying scale. We are not, in consequence, dependent on a small number of clients or projects.

Recent market conditions have been unusually volatile. As a result, clients are likely, in the short term, to continue focusing on cost management; we are, therefore, reducing our cost base and concentrating on those parts of the market and projects likely to receive investment. There are, however, already some signs of stabilisation. With the global economy set to grow substantially in coming years, we are well positioned in what continues to be an attractive, long term market.

Built and Natural Environment (BNE)

Within this business 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, due diligence, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. It is split into two segments: Europe and North America.

BNE: Europe

This business performed well, with an improved margin, and was supported by two high quality acquisitions. It also benefited from strong growth of our UK planning and development activities, which experienced significantly improved market conditions and client confidence.


  2014 2013 2013
(constant currency)
  Fee income (£m) 156.7 149.3 146.5
  Underlying profit* (£m) 21.3 19.2 18.8
  Margin (%) 13.6 12.8 12.9

*As defined in note 2. Reorganisation costs: 2014 £0.3m; 2013 £0.5m.

Those of our activities exposed to operational environments, such as providing environmental management advice, continued to need to offer an efficient, cost effective service to assist clients manage tight budgets. Even in these markets we secured good performances, particularly from our Dutch business and our UK businesses providing support to the nuclear and defence industries.

The acquisition of Clear Environmental Consultants (announced on 10 April) has extended the range of our UK water activities. It will assist the strategic development of this business in 2015; this will be important at a time when we will be seeking to renew and win a significant number of contracts with the UK water utilities. 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. Both businesses have integrated well and should add materially to our result in 2015.

We anticipate this business should show further good growth this year.

BNE: North America

This business delivered a good result and remains well positioned in attractive sectors of the expanding North American market. It is primarily focussed on providing environmental management support to our clients and undertaking projects in the energy infrastructure market.


  2014 2013 2013
(constant currency)
  Fee income (£m) 41.3 32.7 30.9
  Underlying profit* (£m) 9.1 8.3 7.8
  Margin (%) 22.0 25.4 25.2

*As defined in note 2. Reorganisation costs: 2014 £nil; 2013 £nil.

The acquisition of GaiaTech (announced on 20 May) was an important step in the development of this business, giving us access to new markets and geography particularly in relation to environmental due diligence, a high margin activity. It has integrated well and has already begun to make an important contribution. Those parts of the BNE business closest to oil and gas E&P activities experienced only modest expenditure tightening from clients. Staff retention became difficult in the part of the business involved in permitting and licensing of industrial facilities. This significantly reduced the anticipated performance. The oceanography businesses performed well.

We announced on 13 February 2015 the acquisition of a leading water and transportation consultancy in Texas. Klotz Associates Inc (“KAI”) has 116 staff and is headquartered in Houston with other offices in the main cities of Texas. In the year ended 31 December 2014 it had revenue of $26.2 million (£17.2 million), and profit before tax of $3.6 million (£2.4 million) adjusted for non-recurring items. It was acquired for $24.1 million (£15.9 million) all payable in cash, of which $16.9 million (£11.1 million) was paid at closing, with the balance payable over two years.

Adding GaiaTech and KAI to our North American business gives us confidence about the performance in 2015.

Australia Asia Pacific

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 market; this has helped counter the significant impact of the severe slow down in investment in the resources sector in this region on our business during the year. The acquisition of Point, (announced on 18 September), together with Whelans (announced on 27 February), both property consultants, enabled the business as a whole to grow its profit on a constant currency basis.


  2014 2013 2013
(constant currency)
  Fee income (£m) 103.6 127.2 114.0
  Underlying profit* (£m) 9.6 10.0 9.0
  Margin (%) 9.3 7.9 7.9

*As defined in note 2. Reorganisation costs: 2014 £1.4m; 2013 £1.2m.

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 significant number of projects have been delayed or cancelled, with this trend continuing until the year end. We have, therefore, continued to reduce our cost base. This is helping stabilise our performance ahead of market recovery.

As we reposition the business we are benefiting from increased client investment in urban development and public sector infrastructure projects. State funding in Queensland and Victoria has been slowed by recent changes of Government, but they remain attractive markets. Our position in this sector, particularly in respect of Federal agencies, has been significantly reinforced with the acquisition of Point.

Overall we are expecting an improved performance in 2015.

Group Strategy and Prospects

RPS is well positioned in markets of importance to the global economy. Our strategy of building multi-disciplinary businesses in each of the regions in which we operate continues to be both attractive and successful. Despite currency headwinds and uncertainty across the resources sectors our flexible business model, diversity of operations and experienced management enabled us to deliver further growth in 2014. We intend to develop organically, whilst continuing to seek further acquisition opportunities. Our balance sheet is strong and supports this strategy.

The acquisitions made in 2014 have integrated extremely well and will make a significant contribution this year. We have already built on this with the recent acquisition of KAI and expect further transactions during the course of the year.

We believe our positioning and business model should deliver a successful outcome and further growth in the current year.

Board of Directors
RPS Group plc
26 February 2015





Consolidated income statement
  Notes year ended
31
December
year ended
31
December
  £000’s   2014 2013
 
  Revenue 2 572,126 567,614
  Recharged expenses 2 (67,167) (75,493)
  Fee income 2 504,959 492,121
 
  Operating profit before amortisation of acquired intangibles and
  transaction related costs
2 70,244 65,305
  Amortisation of acquired intangibles and transaction related costs 3 (19,842) (19,425)
  Operating profit   50,402 45,880
 
  Finance costs 4 (4,242) (2,430)
  Finance income 4 112 157
 
  Profit before tax, amortisation of acquired intangibles and
  transaction related costs
  66,114 63,032
 
  Profit before tax   46,272 43,607
 
  Tax expense 5 (12,925) (14,987)
  Profit for the year attributable to equity
  holders of the parent
  33,347 28,620
 
 
  Basic earnings per share (pence) 6 15.20 13.11
 
  Diluted earnings per share (pence) 6 15.12 13.05
 
  Adjusted basic earnings per share (pence) 6 22.04 20.22
 
  Adjusted diluted earnings per share (pence) 6 21.92 20.14


Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
  £000’s 2014 2013
 
  Profit for the year 33,347 28,620
  Exchange differences* (4,602) (18,200)
  Actuarial gains and losses on re-measurement of defined benefit pension liability (601) -
  Tax on re-measurement of defined benefit pension liability 112 -
  Total recognised comprehensive income for the year attributable to
  equity holders of the parent
28,256 10,420
  * 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 2014 2013
  Assets
    Non-current assets:
    Intangible assets   404,996 375,279
    Property, plant and equipment   27,371 27,785
    Deferred tax asset   4,043 2,018
    436,410 405,082
    Current assets:
    Trade and other receivables   170,905 161,741
    Cash at bank   17,521 18,699
  188,426 180,440
  Liabilities
    Current liabilities:  
    Borrowings   542 1,465
    Deferred consideration 10 17,170 20,919
    Trade and other payables   101,825 103,260
    Corporation tax liabilities   2,213 3,058
    Provisions   1,206 2,134
  122,956 130,836
    Net current assets   65,470 49,604
    Non-current liabilities:  
    Borrowings   90,159 49,602
    Deferred consideration 10 9,540 14,923
    Other payables   2,734 2,471
    Deferred tax liability   12,874 13,645
    Provisions   1,896 2,007
    117,203 82,648
    Net assets   384,677 372,038
 
  Equity
    Share capital   6,640 6,619
    Share premium   110,100 108,307
    Other reserves 7 11,551 17,652
    Retained earnings   256,386 239,460
    Total shareholders’ equity   384,677 372,038


Consolidated cash flow statement
    year ended 31
December
year ended 31
December
  £000’s Notes 2014 2013
 
  Adjusted cash generated from operations 8 70,772 72,030
  Deferred consideration treated as remuneration   (3,635) (7,714)
  Cash generated from operations   67,137 64,316
  Interest paid   (3,771) (1,991)
  Interest received   112 157
  Income taxes paid   (19,503) (19,829)
  Net cash from operating activities   43,975 42,653
 
  Cash flows from investing activities:
  Purchases of subsidiaries net of cash acquired   (36,959) (31,174)
  Deferred consideration   (19,722) (3,466)
  Purchase of property, plant and equipment   (7,698) (8,034)
  Proceeds from sale of property, plan and equipment   471 523
  Net cash used in investing activities   (63,908) (42,151)
 
  Cash flows from financing activities:  
  Proceeds from issue of share capital   1 555
  Proceeds from bank borrowings   36,406 18,609
  Payment of finance lease liabilities   (645) (580)
  Dividends paid   (17,379) (15,034)
  Payment of pre-acquisition dividend   - (247)
  Net cash used in financing activities   18,383 3,303
 
  Net (decrease)/increase in cash and cash equivalents   (1,550) 3,805
 
  Cash and cash equivalents at beginning of year   17,791 14,804
  Effect of exchange rate fluctuations   805 (818)
 
  Cash and cash equivalents at end of year   17,046 17,791
 
 
  Cash and cash equivalents comprise:
  Cash at bank 8 17,521 18,699
  Bank overdraft 8 (475) (908)
  
  Cash and cash equivalents at end of year   17,046 17,791


Consolidated statement of changes in equity
  
  £000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
  
  At 1 January 2013 6,587 106,198 224,959 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
  
  Total comprehensive income - - 32,858 (4,602) 28,256
  Issue of new ordinary shares 21 1,793 (228) (1,499) 87
  Share based payment expense - - 2,027 - 2,027
  Tax recognised directly in equity - - (352) - (352)
  Dividends paid - - (17,379) - (17,379)
  At 31 December 2014 6,640 110,100 256,386 11,551 384,677

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 2014 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 IFRS10 “Consolidated Financial Statements”, IFRS11 “Joint Arrangements”, IFRS12 “Disclosure of Interests in Other Entities”, IAS27 (as revised in 2011) “Separate Financial Statements”. IAS28 (as revised in 2011) “Investment in Associates and Joint Ventures”, IFRS7 “Financial Instruments: Disclosure”, IAS32 “Financial Instruments: Presentation” and IAS39 “Financial Instruments: Recognition and Measurement”. Their adoption has not had a material impact on the disclosure or amounts reported in these accounts.

2. Business segments

The segment results for the year ended 31 December 2013 were restated following the transfer of a business into the BNE North America segment from the Energy segment, as noted in the Interim Management Statement issued on 1 May 2014.

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.

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, transaction related costs and unallocated expenses. “Underlying profit” is defined as segment profit before reorganisation costs.

Segment results for the year ended 31 December 2014


  £’000 Fees Expenses Intersegment
revenue
External
revenue
  
  Energy 205,055 29,492 (680) 233,867
  BNE - Europe 156,737 21,735 (817) 177,655
  BNE - North America 41,322 5,916 (639) 46,599
  AAP 103,615 10,557 (167) 114,005
  Group eliminations (1,770) (533) 2,303 -
  Total 504,959 67,167 - 572,126


  £’000 Underlying
profit
Reorganisation
costs
Segment Profit
  
  Energy 38,973 (167) 38,806
  BNE - Europe 21,328 (253) 21,075
  BNE - North Amercia 9,112 - 9,112
  AAP 9,639 (1,419) 8,220
  Total 79,052 (1,839) 77,213

Segment results for the year ended 31 December 2013 (restated)


  £’000 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 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
2014 2013
  Revenue 572,126 567,614
  Recharged expenses (67,167) (75,493)
  Fees 504,959 492,121
  
  Underlying profit 79,052 73,874
  Reorganisation costs (1,839) (1,757)
  Segment profit 77,213 72,117
  Unallocated expenses (6,969) (6,812)
  Operating profit before amortisation of acquired intangibles and
  transaction related costs
70,244 65,305
  Amortisation of acquired intangibles and transaction related costs (19,842) (19,425)
  Operating profit 50,402 45,880
  Finance costs (4,130) (2,273)
  Profit before tax 46,272 43,607

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


   Revenue    Fees
  £’000 2014 2013    2014 2013
  UK 247,516 240,065    212,045 205,044
  Australia 106,786 131,174    96,909 114,418
  USA 91,783 86,135    83,987 77,594
  Netherlands 31,600 33,076    27,190 28,204
  Canada 31,413 31,733    26,922 27,728
  Norway 30,082 4,720    29,543 4,569
  Ireland 24,518 28,349    20,502 22,083
  Other 8,428 12,362    7,861 12,481
  Total 572,126 567,614    504,959 492,121

3. Amortisation of acquired intangibles and transaction related costs


  £000’s year ended
31 Dec
2014
year ended
31 Dec
2013
  
  Amortisation of acquired intangibles 17,605 12,217
  Contingent deferred consideration treated as remuneration 1,077 6,009
  Transaction costs 1,160 1,199
  Total 19,842 19,425

4. Net financing costs


  £000’s year ended
31 Dec
2014
year ended
31 Dec
2013
  Finance costs:
  Interest on loans, overdraft and finance leases (3,107) (1,593)
  Interest on deferred consideration (1,135) (837)
   (4,242) (2,430)
  Finance income:
  Deposit interest receivable 112 157
  Net financing costs (4,130) (2,273)

5. Income taxes

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


  £000’s year ended
31 Dec
2014
year ended
31 Dec
2013
Current tax:
    UK corporation tax 5,359 4,834
    Overseas tax 11,564 10,922
    Adjustments in respect of prior years 230 692
   17,153 16,448
  Deferred tax:
    Origination and reversal of timing differences (3,276) (514)
    Effect of change in tax rate - (490)
    Adjustments in respect of prior years (952) (457)
   (4,228) (1,461)
  
  Tax expense for the year 12,925 14,987
  
  Tax credit in other comprehensive income for the year (112) -
  
  Tax charge/(credit) in equity for the year 352 (347)

The UK rate of corporate tax was reduced from 23% to 21% from 1st April 2014. The UK tax expense for the Group’s UK companies is 21.5% (2013: 23.25%) representing the weighted average annual corporate tax rate for the full financial year. The actual tax expense for 2014 is different from 21.5% (2013: 23.25%) of profit before tax for the reasons set out in the table below:


  
  £000’s 2014 2013
  Profit before tax 46,272 43,607
  Tax at the UK effective rate of 21.5% (2013: 23.25%) 9,948 10,139
  Effect of overseas tax rates 3,534 3,432
  Acquisition consideration treated as 247 1,401
  remuneration not deductible for tax purposes    
  Expenses not deductible for tax purposes 673 403
  Non taxable income (755) (133)
  Effect of change in tax rates - (490)
  Adjustments in respect of prior years (722) 235
  Total tax expense for the year 12,925 14,987

The effective tax rate for the year on profit before tax is 27.9% (2013: 34.4%). The effective tax rate for the year on profit before tax, amortisation of acquired intangibles and transaction related costs is 26.9% (2013: 29.9%) as shown in the table below:


  
  £000’s 2014 2013
  Total tax expense in Income Statement 12,925 14,987
  Add back:    
  Tax on amortisation of acquired intangibles and transaction related costs 4,838 3,889
  Adjusted tax charge on the profit for the year 17,763 18,876
  PBTA 66,114 63,032
  Adjusted effective tax rate 26.9% 29.9%

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 2014 2013
  
  Profit attributable to ordinary shareholders 33,347 28,620
  
  Weighted average number of ordinary shares for the
  purposes of basic earnings per share
219,399 218,355
  Effect of employee shares schemes 1,135 909
  Diluted weighted average number of ordinary shares 220,534 219,264
  
  Basic earnings per share (pence) 15.20 13.11
  Diluted earnings per share (pence) 15.12 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 year ended
31 Dec
2014
year ended
31 Dec
2013
  
  Profit attributable to ordinary shareholders 33,347 28,620
  Amortisation of acquired intangibles and transaction
  related costs (note 3)
19,842 19,425
  Tax on amortisation of acquired intangibles and
  transaction related costs
(4,838) (3,889)
  Adjusted profit attributable to ordinary shareholders 48,351 44,156
 
  Adjusted basic earnings per share (pence) 22.04 20.22
  Adjusted diluted earnings per share (pence) 21.92 20.14

7. Other reserves


  £000’s Merger
reserve
Employee
trust
Translation
reserve
Total
  
  At 1 January 2013 21,256 (9,059) 23,873 36,070
  Exchange differences - - (18,200) (18,200)
  Issue of new shares - (218) - (218)
  At 31 December 2013 21,256 (9,277) 5,673 17,652
  Exchange differences - - (4,602) (4,602)
  Issue of new shares - (1,499) - (1,499)
  At 31 December 2014 21,256 (10,776) 1,071 11,551

8. Notes to the consolidated cash flow statement


   year ended
31 Dec
year ended
31 Dec
  £000’s 2014 2013
 
  Operating profit 50,402 45,880
  Adjustments for:
    Depreciation 8,458 9,432
    Amortisation of acquired intangibles 17,605 12,217
    Contingent consideration treated as remuneration 1,077 6,009
    Share based payment expense 2,027 1,938
    Profit on sale of property, plan and equipment (249) (241)
   79,320 75,235
  Decrease in trade and other receivables 2,956 8,838
  Decrease in trade and other receivables (11,504) (12,043)
  Adjusted cash generated from operations 70,772 72,030

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 2014:


  £000’s At 31 Dec
2013
Cash flow Acquisition debt Foreign
exchange
At 31 Dec
2014
 
  Cash at bank 18,699 (8,944) 6,985 781 17,521
  Overdrafts (908) 409 - 24 (475)
  Cash and cash equivalents 17,791 (8,535) 6,985 805 17,046
  Bank loans (49,637) (36,406) (4,003) (30) (90,076)
  Finance lease creditor (522) 645 (271) (2) (150)
  Net borrowings (32,368) (44,296) 2,711 773 (73,180)

The cash balance at 31 December 2014 includes £4,139,000 (2013: £6,028,000) that is restricted in its use, either as security or client deposits.

9. Acquisitions

During 2014 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
  Whelans Corporation Pty Ltd 5/2/14 Australia 100% Surveying
  Clear Environmental Consultants Ltd 9/4/14 UK 100% Water consultancy
  GaiaTech Holdings Inc 15/5/14 USA 100% Environmental consultancy
  CgMs Holdings Ltd 8/8/14 UK 100% Project management
  Delphi AS 19/8/14 Norway 100% Oil and gas consultancy
  Point Project Management Pty Ltd 17/9/14 Australia 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, the fair value of consideration and the resulting goodwill are as follows:


  £000 Whelans Clear GaiaTech CgMs Delphi Point Total
  Intangible assets:              
    Order book 142 480 143 580 - 2,987 4,332
    Customer relations 186 2,660 4,477 3,210 - 4,793 15,326
    Trade names 104 200 327 560 - 513 1,704
  PPE 365 274 411 224 - 210 1,484
  Cash 396 1,943 1,702 1,913 226 805 6,985
  Other assets 1,264 1,221 5,431 4,653 930 3,521 17,020
  Borrowings (124) - (4,003) (147) - - (4,274)
  Other liabilities (1,044) (2,021) (1,681) (5,839) (915) (5,577) (17,077)
  Net assets acquired 1,289 4,757 6,807 5,154 241 7,252 25,500
               
  Satisfied by:              
  Initial cash consideration 1,443 6,841 17,894 7,000 384 10,382 43,944
  Contingent cash consideration - 1,156 - - - - 1,156
  Fair value of deferred consideration 619 - - 5,777 358 6,369 13,123
  Total consideration 2,062 7,997 17,894 12,777 742 16,751 58,223
               
  Goodwill 773 3,240 11,087 7,623 501 9,499 32,723

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.

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 £10,600,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:


  £000s Gross receivables Estimated irrecoverable Fair value of assets acquired
  Whelans 1,055 (26) 1,029
  Clear 1,047 (7) 1,040
  GaiaTech 1,824 (71) 1,753
  CgMs 4,577 (110) 4,467
  Delphi 459 - 459
  Point 1,852 - 1,852
   10,814 (214) 10,600

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 £14,372,000. 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 £1,160,000 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
  Whelans AAP 3,861 407
  Clear BNE: Europe 4,158 423
  GaiaTech BNE: NA 7,574 1,224
  CgMs BNE: Europe 8,109 173
  Delphi Energy 2,347 13
  Point AAP 5,496 449
     31,545 2,689

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 £609,995,000 and £52,989,000 respectively

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


  £000s Goodwill at 1/1/14 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 31/12/14
  PIECE 3,007 - - (78) 2,929
  KR 1,399 - 9 88 1,496
  APASA 1,955 - - (57) 1,898
  HMA 6,997 - (42) (174) 6,781
  Ichron 5,538 - - - 5,538
  OEC 17,273 - (10) (2,425) 14,838
  Whelans - 773 - (32) 741
  Clear - 3,240 - - 3,240
  GaiaTech - 11,087 - 888 11,975
  CgMs - 7,623 - - 7,623
  Delphi - 501 - (62) 439
  Point - 9,499 - (553) 8,946

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

No negative goodwill was recognised in 2013 or 2014.


10. Deferred consideration

 

  £000’s

As at 31 December 2014 As at 31 December 2013
  Amount due within one year 17,170 20,919
  Amount due between one and two years 9,540 14,923
  Total deferred consideration 26,710 35,842

The amount due within one year as at 31 December 2013 included contingent deferred consideration remuneration expense accrued, but not paid, totalling £2,457,000. There is no outstanding contingent deferred consideration remuneration accrual at 31 December 2014.

11. Events after the balance sheet date

On 12 February 2015 the Group acquired the entire issued share capital of Klotz Associates Inc, a Texas-based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1 million (£15.9 million) payable entirely in cash. Cash paid at completion was US$16.9 million (£11.1 million) and two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of completion.

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million) and PBT of US$3.6 million (£2.4 million) after adjustment for non-recurring items.

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.

12.

The financial information set out above does not constitute the Company’s full statutory accounts for the year ended 31 December 2014 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 2013 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).

13.

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 2015 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.

14.

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 preventing the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions, failure to replace bank facilities and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2014

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 shareholders to assess the Company’s performance, business model and strategy.

 

 

TR-1: Notification of Major Interest in Shares - Standard Life Investments (Holdings) Ltd

18 Feb


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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of 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) -8.699% comprised of:
Standard Life Investments Limited - 8.618%
Ignis Investment Services Limited - 0.081%

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

16 February 2015.

6. Date on which issuer notified:

17 February 2015.

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

8%.


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

14,869,559

14,869,559

19,260,433

8,754,279

10,506,154

3.954

3.954


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

19,260,433

8.699


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

Standard Life Investments (Holdings) Limited (Parent Company) -8.699% comprised of:
Standard Life Investments Limited - 8.618%
Ignis Investment Services Limited - 0.081%

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:

E: GIOS@standardlife.com
Standard Life Investments Ltd

15. Contact telephone number:

(0131) 245 6565
 

Acquisition of Klotz Associates Inc.

13 Feb


RPS announces the acquisition of Klotz Associates Inc. (“KAI”), a Texas based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1million (£15.9 million).

Founded in 1985, KAI has its headquarters in Houston and offices in Austin, San Antonio, Lufkin and Fort Worth. The company, which employs 116 staff, works primarily on projects associated with transport, water and land development, primarily to public sector clients in Texas.

Seventeen of the eighteen vendors of the business, including the founder Wayne Klotz, are remaining with RPS; the other vendor has recently retired.

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million), fee income of US$19.4 million (£12.8 million) and profit before tax of US$3.6 million (£2.4 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$5.4 million (£3.6 million). Gross assets at 31 December 2014 were US$9.3 million (£6.1 million).

RPS is acquiring the entire share capital of KAI for a maximum total consideration of US$24.1 million (£15.9 million), all payable in cash. Consideration paid to the vendors at completion was US$16.9 million (£11.1 million). Subject to certain operational conditions being met, two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

Alan Hearne, Chief Executive of RPS, commented:

"Klotz Associates has an excellent reputation and track record in Texas, as well as a strong management team. Its skills will complement the services RPS currently provides in the water sector. It will also enable us to extend the range of capabilities of our business to include transport and infrastructure consulting. We anticipate Wayne Klotz and his highly experienced team will make an important contribution to our BNE North America business, which remains a priority for investment for the RPS Board."

13 February 2015


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

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

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.

SIP Announcement

04 Feb

On 02 February 2015 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:-

04 February 2015

  Purchase of Shares on 02 February 2015 £1.882 per share Allotment of Matching Shares 02 February 2015 £1.882 per share Total number of Partnership, Matching and Dividend shares held on 02 February 2015
Gary Young 66 66 16,449
Philip Williams 66 66 10,381
Alan Hearne 66 66 12,951

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.

Group Results for 2014

02 Feb

The Group’s results for the year ended 31 December 2014 will be released on 26 February 2015.

Unaudited management accounts for the full year indicate that the Group’s performance will be at the top end of market expectations. Despite the steep fall in the oil price since June 2014, our Energy business, which represents about 40% of Group fee income, grew its profits significantly in the second half compared with the first half of the year. This was without the benefit of acquisitions and reflects the resilience and long term nature of this business resulting from its broad range of clients and services, as well as its geographical diversity.

The acquisitions made in 2014 have integrated well and will make a significant contribution in 2015. The terms for two further acquisitions have been agreed. These would further enhance the Group’s performance in the current year. One, in the BNE: North America business, is likely to complete before the results are published.

The Board continues to believe that the Group will have another successful year in 2015 and will deliver further growth.

2 February 2015

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

 

Matthew Smallwood

 

RPS is an international consultancy providing advice upon the development 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.

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 are based upon unaudited management accounts for the period January to December 2014. The Board believes that the best reflection of market expectations is the range of forecasts published by analysts who follow the Group consistently. For 2014 this is £64.0 million to £65.5 million. Nothing in this announcement should be construed as a profit forecast. 

Voting Rights and Capital

30 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 221,400,848 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (53,141) from those announced on 23 December 2014 relate to the Company's Share Incentive Plan.
 
Therefore, the total number of voting rights in RPS Group plc remains at 221,400,848.
 
The above figure (221,400,848) 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 January 2015

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


Block Listing Application

16 Jan

RPS Group PLC (‘RPS’ or the ‘Company’) announces a block listing application has been made for a total of 1,000,000 ordinary shares of 3 pence each in the Company to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange.

1,000,000 ordinary shares of 3 pence each will be blocklisted pursuant to the Company's Executive Share Option, Share Incentive Plan and Performance Share Plan schemes.

Admission is expected to become effective on 19 January 2015.

The shares will be issued fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company.

Enquiries:

Nicholas Rowe
Company Secretary
Tel: 01235 438 016

SIP Announcement

08 Jan

On 07 January 2015 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 January 2015

  Purchase of Shares on 07 January 2015 £2.1245 per share Allotment of Matching Shares 07 January 2015 £2.1245 per share Total number of Partnership, Matching and Dividend shares held on 07 January 2015
Gary Young 59 59 16,317
Philip Williams 59 59 10,249
Alan Hearne 59 59 12,819

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

Block Listing Six Monthly Return

02 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 2014 To: 31 December 2014
Balance of unallotted securities under scheme(s) from previous return: 1,090,118
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): 353,920
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 736,198
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016