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 223,432,907 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (99,456) from those announced on 30 November 2016 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 223,432,907.
 
The above figure (223,432,907) 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 2016

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

SIP Announcement

02 Dec
 

On 01 December 2016 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:-

02 December 2016

  Purchase of Shares on 01 December 2016 £1.885 per share Allotment of Matching Shares 01 December 2016 £1.885 per share Total number of Partnership, Matching and Dividend shares held on 01 December 2016
Gary Young 66 66 20,889
Alan Hearne 66 66 17,050
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

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 223,333,451 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (148,014) from those announced on 31 October 2016 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 223,333,451.
 
The above figure (223,333,451) 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 2016

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

GM Results

30 Nov
 

RPS Group Plc held a General Meeting on 30 November 2016 in relation to the adoption of a new Directors’ Remuneration Policy 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 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

SIP Announcement

04 Nov
 

On 01 November 2016 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 November 2016

  Purchase of Shares on 01 November 2016 £1.695 per share Allotment of Matching Shares 01 November 2016 £1.695 per share Allotment of Dividend Shares 01 November 2016 £1.69 per share Total number of Partnership, Matching and Dividend shares held on 01 November 2016
Gary Young 74 74 549 20,757
Alan Hearne 73 73 446 16,918
 

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.

ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Notice of General Meeting

04 Nov
 

RPS Group Plc announces that as from today’s date a circular to shareholders relating to Directors Remuneration Policy and incorporating a Notice of General Meeting has been made available on its website www.rpsgroup.com.

This document has been mailed to shareholders today. A copy together with the form of proxy in respect of the General Meeting to be held on 30 November 2016 has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscottt.com/nsm.do.

The total number of shares in the Company in issue as at today’s date and in respect of which votes may be exercised is 223,185,437.


ENQUIRIES  
RPS Group plc  
Nicholas Rowe, Company Secretary Tel: 01235 438016
   

Appointment of Group Chairman

31 Oct
   

RPS Group Plc announces the appointment of Ken Lever as Group Chairman with effect from 1 November 2016. On 27 April 2016 the Company announced that Brook Land would retire as Group Chairman once a suitable replacement had been identified and Brook will therefore step down from the Board on 31 October 2016.

Ken Lever has extensive international business experience having served as a Finance Director of Alfred McAlpine Plc, Albright and Wilson Plc and Tomkins Plc. He was Chief Executive of XChanging Plc between 2010 and 2015 and is currently a Non-Executive Director of Biffa Plc, Blue Prism Group Plc, Gresham House Strategic Plc and Vertu Motors Plc.

Alan Hearne, Chief Executive, commented:

“I would like to welcome Ken to our Board and look forward to working with him to develop further the significant opportunities available to the Group. I should also pay tribute to Brook’s outstanding service during his nineteen years as Group Chairman. His leadership of the Board and wise counsel have been a key component in the development and growth of the Group”.

Brook Land, stated:

“I wish Ken every success as Chairman of RPS. There are challenges facing the Group and I believe that with Ken’s background and a great team of experienced professionals throughout the world RPS will, going forward, realise its full potential”.

Ken Lever commented:

“RPS is a greatly respected international organisation with a reputation for employing high calibre individuals with the depth of expertise to solve complex problems. I am greatly looking forward to being part of the team and chairing the Board as the Group moves on to its next phase”.

All directorships of public companies held by Ken Lever over the last five years are included within the second paragraph above. There are no other details that require disclosure pursuant to paragraph 9.6.13 of the Listing Rules.

31 October 2016

ENQUIRIES  
RPS Group Plc Tel: 01235 863 206
Nicholas Rowe, Company Secretary  
Instinctif Partners Tel: 020 7457 2020
Matthew Smallwood
Justine Warren
 
   

This announcement contains inside information for the purposes of the Market Abuse Regulations.

Voting Rights and Capital

31 Oct
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 223,185,437 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (73,889) from those announced on 30 September 2016 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 223,185,437.
 
The above figure (223,185,437) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

31 October 2016

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

TR-1: Notification of Major Interest in Shares - Montanaro Asset Management Ltd

11 Oct
 

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

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

Other (please specify): (No)

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

Montanaro Asset Management Limited

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:

7th October 2016

6. Date on which issuer notified:

10th October 2016

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

3%

 

8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

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

6,800,000

6,800,000

6,550,000

6,550,000

0

2.94%

0

 

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

6,550,000

2.94%

 

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

 

 

Proxy Voting:

10. Name of the proxy holder:

 

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

 

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

 

 

13. Additional information:

 

14. Contact name:

Matthew Francis, Montanaro

15. Contact telephone number:

020 7448 8600
 

 

SIP Announcement

06 Oct
 

On 03 October 2016 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 October 2016

  Purchase of Shares on 03 October 2016 £1.75 per share Allotment of Matching Shares 03 October 2016 £1.75 per share Total number of Partnership, Matching and Dividend shares held on 03 October 2016
Gary Young 72 72 20,060
Philip Williams 72 72 13,585
Alan Hearne 72 72 16,326
 

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 223,111,548 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (88,509) from those announced on 31 August 2016 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 223,111,548.
 
The above figure (223,111,548) 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 2016

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

Retirement of Director

28 Sep
   

Further to the announcement made on 21 March 2016, RPS Group Plc confirms that Dr Phil Williams, an Executive Director, will retire from the Board on 30 September 2016.
 
The Board would like to reiterate its thanks to Phil for the major contribution he has made over his 13 year period with the Group.

28 September 2016

ENQUIRIES  
Instinctif Partners Tel: 020 7457 2020
Matthew Smallwood
Justine Warren
 
   

The information set out below is provided in accordance with Section 430(2B) of the Companies Act 2006.

Dr Phil Williams will continue to receive his contractual benefits for the balance of his notice period until 20 March 2017. He will also be eligible to participate in the RPS Group Plc Bonus Plan for 2016, subject to satisfaction of applicable performance conditions and incorporating a pro-rata reduction in respect of the period from his date of retirement from the Board to 31 December 2016. No other payments will be made to Dr Williams.

TR-1: Notification of Major Interest in Shares - Neptune Investment Management Ltd

27 Sep
 

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

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

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

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

Other (please specify): (No)

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

Neptune Investment Management Limited

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

N/A

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

14/09/16

6. Date on which issuer notified:

27/09/16

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

10,715,809

10,715,809

11,815,809

11,815,809

N/A

5.298%

N/A

 

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/Conversion Period

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

Percentage of voting rights

n/a

n/a

n/a

n/a

n/a

 

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

n/a

n/a

n/a

n/a

n/a

Nominal

Delta

n/a

n/a

 

Total (A+B+C)

Number of voting rights

Percentage of voting rights

11,815,809

5.298%

 

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

n/a

 

 

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

 

13. Additional information:

N/A

14. Contact name:

Raju Soni

15. Contact telephone number:

020 3249 0205
 

SIP Announcement

05 Sep
 

On 01 September 2016 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 September 2016

  Purchase of Shares on 01 September 2016 £1.80 per share Allotment of Matching Shares 01 September 2016 £1.80 per share Total number of Partnership, Matching and Dividend shares held on 01 September 2016
Gary Young 69 69 19,916
Philip Williams 69 69 13,441
Alan Hearne 69 69 16,182
 

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

Voting Rights and Capital

31 Aug
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 223,023,039 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (71,065) from those announced on 29 July 2016 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 223,023,039.
 
The above figure (223,023,039) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RPS Group plc under the FCA's Disclosure and Transparency Rules.

31 August 2016

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

SIP Announcement

05 Aug
 

On 03 August 2016 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 August 2016

  Purchase of Shares on 03 August 2016 £1.8775 per share Allotment of Matching Shares 03 August 2016 £1.8775 per share Total number of Partnership, Matching and Dividend shares held on 03 August 2016
Gary Young 67 67 19,778
Philip Williams 67 67 13,303
Alan Hearne 67 67 16,044
 

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

Interim Results for the six months ended 30 June 2016

04 Aug

Group performance impacted significantly by continuing severe downturn in global oil and gas sector. Other businesses performed well. Recent investment in Project Management capability successfully broadening skills. Strong operating cash flow. Consequences of UK referendum outcome unclear.

  H1 H1 H1
  2016 2015 2015
(constant currency)(3)
Revenue (£m) 291.4 284.1 292.2
Fee income (£5) 260.8 253.4 260.6
PBTA (1) (£m) 20.2 28.8 29.9
Adjusted earnings per share (2)(basic) (p) 6.44 9.50 9.89
Dividend per share (p) 4.66 4.66 4.66
 
Statutory profit before tax (£m) 10.9 17.9 18.6
Statutory earnings per share (basic) (p) 3.93 6.00 6.23
 

(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)2015 results restated at 2016 currency rates.

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

“The Group’s long term strategy of building a diverse international business has enabled us to produce a creditable result despite the impact of the worst downturn the global oil and gas sector has experienced. Our operating cash flow was once again strong.

“Our cost reduction programme coupled with apparently emerging market stability, gives the Board a reasonable expectation that our Energy business is likely to perform better in the second half. Our BNE:Europe and AAP businesses also have the potential for growth in the rest of the year.

“It is too soon to be able to anticipate the impact of the UK referendum vote on the Group. Our Europe business is diverse and strong and has an experienced management team. I am confident that they will respond effectively to the consequences of Brexit, whatever they may be.”

4 August 2016

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 and management of the built and natural environment, the planning and development of strategic infrastructure and the evaluation and development of Energy, Water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, North America and Australia Asia Pacific and undertake projects in many other parts of the world.

Results

Profit (before tax, amortisation and impairment of acquired intangibles and transaction related costs) was £20.2 million (2015: £28.8 million; £29.9 million on a constant currency basis). Statutory profit before tax was £10.9 million (2015: £17.9 million; £18.6 million on a constant currency basis). Basic earnings per share (before amortisation, impairment and transaction related costs) were 6.44 pence (2015: 9.50 pence; 9.89 pence on a constant currency basis).

The contribution of the Group’s four segments was:

  H1 H1 H1
Segment Profit (£m) 2016 2015 2015
(constant currency)(1)
Built and Natural Environment: Europe 16.4 14.3 14.6
Built and Natural Environment: North America 4.6 5.3 5.8
 
Energy (1.4) 9.6 9.9
 
Australia Asia Pacific (“AAP") 6.3 5.8 6.0
 
Total(2) 25.8 35.0 36.2
 

(1)2015 results restated at 2016 currency rates.
(2)after reorganisation costs of £3.9 million (2015: £0.9 million).

The relative change in contribution from the four segments has been rapid and significant; BNE: Europe comprised almost two thirds of Group profit in the period. Each of the non-Energy segments has some degree of oil and gas sector exposure. This held back their growth and impacted margins. Sterling was weaker on average in the first half of this year in comparison to last year, particularly, in respect of USD, Euro and AUD. The fall in sterling since the Brexit referendum, unless reversed, will provide a benefit in the second half when consolidating the results of overseas earnings. The provision for doubtful debts totalling £7.0m made in respect of Energy at the year-end remains sufficient.

Group central costs reduced to £3.1 million (2015: £3.6 million). Finance charges reduced to £2.5 million (2015: £2.7 million), reflecting the better terms of the revolving credit facility, additional debt taken on to fund acquisitions and the Group’s strong cash generation.

Funding and Dividend

Our conversion of profit into cash was again strong. We funded acquisition investment of £19.2 million in the period, including £7.8 million deferred consideration from acquisitions made in prior years. Net bank borrowings at 30 June 2016 were £95.0 million (31 December 2015: £78.8 million).

Since July 2015 we have had in place a five year £150 million revolving credit facility with Lloyds Bank plc and HSBC Bank plc. In addition, about five years remain on the £30.0 million and $34.1 million fixed term, fixed rate notes issued through Pricoa in 2014. Our interest cover at 30 June was 10.0 times well above the bank covenant of 4.0 times. Our leverage at 30 June was 2.2, well below the bank covenant of 3.0. We anticipate our good operating cash flow to continue in the remainder of the year and leverage to reduce by the year end.

The Board remains confident about the Group’s financial strength. However, given the markets we experienced in the first half, as well as the uncertainty created by the UK vote to leave the EU, it has decided to hold the Interim dividend at the 2015 level and review the appropriate level for the full year when it recommends the final dividend. The interim dividend will, therefore, be 4.66 pence (2015: 4.66 pence), payable on 14 October 2016 to shareholders on the register on 16 September 2016. The Board has also decided to take a more cautious approach to investment in acquisitions until the future becomes clearer.

Markets and Trading

Built and Natural Environment (“BNE”)

Europe

Within this business we primarily provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. The business delivered a good performance in the period.

  H1 H1 H1
  2016 2015 2015
(constant currency)(1)
Fee income (£m) 131.2 106.1 108.2
Segment Profit (£m)(2) 16.4 14.3 14.6
Margin % 12.5 13.4 13.5
 

(1)2015 results restated at 2016 currency rates

(2)after reorganisation costs of £0.4 million (2015: £0.1 million).

Those activities which assist clients develop new capital projects, particularly our planning and development business in the UK, continued to benefit both from good market conditions and client confidence through most of the period. Some softness became apparent, however, towards the end of the half year, possibly linked to the EU referendum. The integration of DBK (acquired in April 2016) into this part of the business has begun encouragingly.

Those activities exposed to operational environments continued to need to offer an efficient, cost effective service to assist clients in managing tight budgets. Our water business in the UK, in particular, achieved this and performed well in the period.

This segment includes the Group’s Norwegian business: the process of integrating OEC (acquired November 2013) and Metier (acquired April 2015) to form that country’s leading project management consultancy has moved forward significantly in recent months. Nonetheless, these businesses experienced an adverse impact from the downturn in the oil and gas sector in that country. They have responded by focussing on those sectors of the economy which are benefiting from increased investment, particularly private sector IT and public sector infrastructure.

The Board continues to believe this segment is capable of delivering good growth in the full year. However, the UK decision to leave the EU could cause disruption if our clients, particularly those in the UK property development and infrastructure sectors, decide to change their investment plans. The scale and impact of this cannot yet be determined.

North America

This business was formed from parts of our North American Energy business in 2013 and, as a result, still has a significant exposure to the oil and gas sector. Although other parts of the business have performed well, this exposure held back progress, particularly in the first part of the year, as oil and gas clients reduced and delayed expenditure. This impacted both fee income and margin.

  H1 H1 H1
  2016 2015 2015
(constant currency)(1)
Fee income (£m) 32.0 28.6 30.5
Segment Profit (£m)(2) 4.6 5.3 5.8
Margin % 14.4 18.7 18.9
 

(1) 2015 results restated at 2016 currency rates

(2) after reorganisation costs of £0.2 million (2015: £0.1 million)

The acquisition of Iris, based in San Francisco, in October 2015 continued the process of diversifying into more traditional environmental consultancy activities. It is working successfully with GaiaTech (acquired May 2014), which operates from Chicago in a similar market. Klotz (acquired February 2015) also continues to perform well in the infrastructure market in Texas.

We expect full year growth to be achieved in our non oil and gas activities, but those exposed to oil and gas clients will probably remain under pressure. The overall outcome for the full year still seems likely to show a modest decline in contribution.

Energy

We provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, USA and Canada. The activity levels in this market declined at an unexpected pace in the first few months of the year, although some signs of stability have emerged recently. A significant reorganisation cost was incurred in further headcount reduction and office closures. The scale of the downturn in this sector is unprecedented and the impact on our Energy business and, consequently, the Group has been dramatic. Energy contributed £35 million segment profit in 2014 and £11 million in 2015. In the 12 months ended June 2016 it broke even, after reorganisation costs of £2.4 million in that period.

  H1 H1 H1
  2016 2015 2015
(constant currency)(1)
Fee income (£m) 35.3 67.3 69.0
Segment Profit (£m)(2) (1.4) 9.6 9.9
Margin % (4.1) 14.3 14.3
 

(1) 2015 results restated at 2016 currency rates.

(2) after reorganisation costs of £2.4m (2015: £0.4m).

The collapse in the oil price towards the end of 2015 and the early weeks of 2016 coincided with the period caused many of our clients in the oil and gas sector to review spending plans for the current year. Subsequently, we saw announcements of major reductions in their expenditure plans. These came on top of significant cuts in 2015 and materially affected the level of new commissions in our Energy business. We, therefore, continued to reduce our cost base, including a further 25% reduction in permanent headcount in the first half, on top of the 19% reduction in 2015. At the same time staff were grouped into a small number of core offices. Reorganisation costs of £2.4 million were incurred in the first half. We also further and significantly reduced our use of external sub-consultants. The scale of these changes inevitably caused significant disruption to day to day operations.

The high level of uncertainty felt across the sector in the first quarter reduced a little in the second quarter. This seems to be an early sign the market is beginning to stabilise. The Board currently envisages a lower level of reorganisation costs in the second half. The business will also benefit from a significantly reduced cost base. The Board currently believes that, unless the market deteriorates again, the second half should see an improved performance, with the business returning to profit.

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. This strategy is working, although the rate of decline in our Western Australian businesses, which supply services to the mining and oil and gas industries, increased in the first half.

  H1 H1 H1
  2016 2015 2015
(constant currency)(1)
Fee income (£m) 63.2 52.3 53.8
Segment Profit (£m)(2) 6.3 5.8 6.0
Margin % 10.0 11.0 11.1
 

(1) 2015 results restated at 2016 currency rates

(2) after reorganisation costs of £1.0 million (2015: £0.3 million)

The business had an excellent 2015 and performed well in the first half of 2016. We are benefiting from our repositioning strategy and, in particular, the acquisition of our third project management consultancy in Australia, EIG, in October 2015. Our resources businesses in Western Australia were again faced with a shrinking market and, as a result, produced a significantly reduced contribution in the first half compared with the same period in 2015. We further reduced our cost base and were able to relocate from our main office in Perth to smaller premises. This involved a significant cost, which reduced the operating margin, but which will be largely offset by reduced rent in the second half.

We see the markets in Western Australia remaining difficult in the second half. However, compensating for this, our recent investment on the east coast and particularly in the management of major infrastructure projects, particularly in New South Wales and Victoria as well as for the Federal Government, is proving successful. This investment supported the first half result and provides the structure to deliver growth in the full year.

Strategy and Segmentation

In 2013 we merged the AAP component of Energy with the BNE: AAP business. The creation of this multi-disciplinary business has helped the Group combat the major downturn in the resources sector in Australia. As a result of the severe downturn in the oil and gas sector, the Board has decided to adopt a similar strategy in both Europe and North America by creating single multi-disciplinary businesses in both these regions also.

Energy is currently managed by two regional boards, in EAME and North America. With effect from 1 January 2017 the EAME element is likely to be merged with our BNE:Europe business and Energy:North America is likely to be merged with our BNE: North America business. In those circumstances we would trade and report three regional segments: Europe, AAP and North America.

This potential new structure will be developed during the course of the second half. The 2016 Results will be presented in the current segments. The regional Boards will be responsible for identifying future acquisition opportunities as circumstances allow.

Succession

Our Senior Independent Director is responsible for succession, along with the Nomination Committee, of which he is Chair. Our current succession plan was developed some time ago and is updated as circumstances require.

We remain on track to achieve the orderly transfer of responsibilities from Dr Phil Williams before he retires at the end of September to our CEO, Dr Alan Hearne. The enlarged Executive Committee, described in the 2015 Annual Report, will be in place by the beginning of 2017.

Having set these actions in motion, our Chairman believes this is an appropriate time to step down from the Board and recently announced his intention to retire when a suitable replacement is found. Recruitment for that position is underway. We anticipate the new Chair will, in conjunction with the SID and Nomination Committee, review the appropriate composition of the Board for the next stage in the Group’s development and update the succession plan accordingly.

Second Half Prospects

Conditions in the oil and gas sector are likely to remain challenging, although the market is showing some signs of stabilising. Our Energy business will benefit in the second half from the steps we have taken to reduce our cost base and should incur lower reorganisation costs. As a result it should move back into profit. This and the potential for growth in BNE:Europe and AAP should underpin an improvement in Group profit in the second half. Following the UK Brexit vote, we are benefitting from the weakness of sterling when consolidating overseas earnings. It is, however, too soon to judge whether the consequences of the referendum vote will, overall, influence our second half performance in any material way.

Board of Directors
RPS Group plc
4 August 2016

Condensed consolidated income statement

 

  Notes Six months ended 30 June Six months ended 30 June Year ended 31 December
£000   2016 2015 2015
 
 
Revenue 3 291,431 284,088 566,972
Recharged expenses 3 (30,627) (30,648) (60,862)
Fee income 3 260,804 253,440 506,110
 
Operating profit before amortisation and impairment of acquired intangibles and transaction related costs 3 22,691 31,434 56,845
 
Amortisation and impairment of acquired intangibles and transaction related costs 4 (9,278) (10,873) (41,940)
 
Operating profit 3 13,413 20,561 14,905
 
Finance costs   (2,574) (2,746) (5,232)
Finance income   44 93 182
 
Profit before tax, amortisation and impairment of acquired intangibles and transaction related costs   20,161 28,781 51,795
 
 
Profit before tax   10,883 17,908 9,855
 
Tax expense 5 (2,215) (4,698) (3,013)
Profit for the period attributable to equity holders of the parent   8,668 13,210 6,842
 
 
Basic earnings per share (pence) 6 3.93 6.00 3.11
 
Diluted earnings per share (pence) 6 3.91 5.98 3.09
 
Adjusted basic earnings per share (pence) 6 6.44 9.50 16.57
 
Adjusted diluted earnings per share (pence) 6 6.41 9.46 16.47

Condensed consolidated statement of comprehensive income

  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s 2016 2015 2015
 
Profit for the period 8,668 13,210 6,842
Exchange differences* 28,516 (13,933) (9,181)
Remeasurement of net defined benefit liability - (176) 234
Tax on remeasurement of defined benefit liability - - (63)
 
Total recognised comprehensive (expense)/income for the period attributable to equity holders of the parent 37,184 (899) (2,168)
 

*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 2016 2015 2015
 
Assets        
Non-current assets        
Intangible assets   450,367 420,311 416,658
Property, plant and equipment 7 27,973 25,388 26,504
Deferred tax asset   5,225 4,174 4,281
    483,565 449,873 447,443
Current assets        
Trade and other receivables   173,376 170,521 157,430
Cash at bank   18,878 17,227 17,801
    192,254 187,748 175,231
Liabilities        
Current liabilities        
Borrowings   2,054 246 525
Deferred consideration   22,273 19,893 20,383
Trade and other payables   122,928 111,668 112,309
Corporation tax   2,872 5,890 4,014
Provisions   1,584 1,272 1,161
    151,711 138,969 138,392
Net current assets   40,543 48,779 36,839
Non-current liabilities        
Borrowings   111,862 89,668 96,055
Deferred consideration   6,652 13,941 9,890
Other creditors   2,442 2,973 2,162
Deferred tax   9,993 15,119 10,043
Provisions   1,669 1,798 1,642
    132,618 123,499 119,792
Net assets   391,490 375,153 364,490
 
Equity        
Share capital   9 6,686 6,660 6,667
Share premium   113,352 111,533 112,026
Other reserves 10 28,871 (3,163) 1,149
Retained earnings   242,581 260,123 244,648
Total shareholders’ equity   391,490 375,153 364,490
 
Condensed consolidated cash flow statement
 
  Six months ended 30 June Six months ended 30 June Year ended 31 December
£000’s Notes 2016 2015 2015
 
Cash generated from operationss 12 28,257 47,774 92,628
Interest paid   (2,054) (2,340) (6,021)
Interest received   44 93 182
Income taxes paid   (8,088) (4,857) (11,737)
Net cash from operating activities   18,159 40,670 75,052
 
Cash flows from investing activities        
Purchases of subsidiaries net of cash acquired   (6,557) (23,319) (35,354)
Deferred consideration   (7,784) (3,628) (16,568)
Purchase of property, plant and equipment   (3,641) (3,345) (7,963)
Sale of property, plant and equipment   116 267 465
Net cash used in investing activities   (17,866) (30,025) (59,420)
 
Cash flows from financing activities        
Proceeds from/(repayment of) bank borrowings   8,420 (562) 4,831
Payment of finance lease liabilities   (23) (45) (66)
Dividends paid 11 (11,267) (9,668) (19,973)
Payment of pre-acquisition dividend   - (70) (169)
Net cash used in financing activities   (2,870) (10,345) (15,377)
 
Net (decrease)/increase in cash and cash equivalents   (2,577) 300 255
 
Cash and cash equivalents at beginning of period   17,322 17,046 17,046
 
Effect of exchange rate fluctuations   2,079 (321) 21
 
Cash and cash equivalents at end of period   16,824 17,025 17,322
 
 
Cash and cash equivalents comprise:        
Cash at bank   18,878 17,227 17,801
Bank overdraft   (2,054) (202) (479)
 
Cash and cash equivalents at end of period   16,824 17,025 17,322
 

Condensed consolidated statement of changes in equity

£000’s Share capital Share premium Retained earnings Other reserves Total equity
 
At 1 January 2016 6,667 112,026 244,648 1,149 364,490
Total comprehensive income for the period - - 8,668 28,516 37,184
Issue of new ordinary shares 19 1,326 (555) (794) (4)
Share based payment expense - - 1,087 - 1,087
Dividends - - (11,267) - (11,267)
 
At 30 June 2016 6,686 113,352 242,581 28,871 391,490
 
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 - - 1,047 - 1,043
Dividends - - (9,668) - 9,668)
 
At 30 June 2015 6,660 111,533 260,123 (3,163) 375,153
 

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 2016 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 2015 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 2015 and the balance sheet as at that date are abridged from the Company’s Report and Accounts 2015 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

4 August 2016

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.

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 2016:

£000’s Fees Expenses Intersegment revenue External Revenue
BNE – Europe 131,205 17,332 (275) 148,262
BNE - North America 31,957 3,675 (81) 35,551
Energy 35,300 4,327 (329) 39,298
AAP 63,171 5,358 (209) 68,320
Group eliminations (829) (65) 894 -
Total 260,804 30,627 - 291,431
 
£000’s Underlying profit Reorganisation costs Segment profit
BNE – Europe 16,751 (383) 16,368
BNE - North America 4,753 (151) 4,602
Energy 928 (2,366) (1,438)
AAP 7,344 (1,037) 6,307
Total 29,776 (3,937) 25,839
 

Segment results for the period ended 30 June 2015:

£000’s Fees Expenses Intersegment revenue External revenue
BNE - Europe 106,108 14,572 (403) 120,277
BNE - North America 28,586 3,382 (172) 31,796
Energy 67,280 7,409 (239) 74,450
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
BNE - Europe 14,323 (54) 14,269
BNE - North America 5,445 (104) 5,341
Energy 10,045 (400) 9,645
AAP 6,061 (303) 5,758
Total 35,874 (861) 35,013
 

Segment results for the period ended 31 December 2015:

£000’s Fees Expenses Intersegment revenue External revenue
BNE - Europe 222,437 30,503 (808) 252,132
BNE - North America 58,672 7,713 (343) 66,042
Energy 122,971 13,931 (938) 135,964
AAP 104,153 9,045 (364) 112,834
Group eliminations (2,123) (330) 2,453 -
Total 506,110 60,862 - 566,972
 
£000’s Underlying profit Reorganisation costs Segment profit
BNE - Europe 30,871 (549) 30,322
BNE - North America 10,741 (166) 10,575
Energy 11,810 (904) 10,906
AAP 12,539 (409) 12,130
Total 65,961 (2,028) 63,933
 

Group reconciliation

£000’s 30 June 2016 30 June 2015 31 Dec 2015
 
Revenue 291,431 284,088 566,972
Recharged expenses (30,627) (30,648) (60,862)
Fees 260,804 253,440 506,110
 
Underlying profit 29,776 35,874 65,961
Reorganisation costs (3,937) (861) (2,028)
Segment profit 25,839 35,013 63,933
Unallocated expenses (3,148) (3,579) (7,088)
Operating profit before amortisation of acquired intangibles and transaction related costs 22,691 31,434 56,845
Amortisation of acquired intangibles and transaction related costs (9,278) (10,873) (41,940)
Operating profit 13,413 20,561 14,905
Net finance costs (2,530) (2,653) (5,050)
Profit before tax 10,883 17,908 9,855
 
Total segment assets were as follows:
 
£000’s 30 June 2015 30 June 2014 (restated) 31 December 2014 (restated)
 
BNE - Europe 347,808 298,969 298,159
BNE - North America 79,689 66,235 74,821
Energy 97,034 145,718 114,440
AAP 147,732 117,976 131,009
Unallocated 3,557 8,723 4,245
Total 675,820 637,621 622,674
 

4. Amortisation of acquired intangibles and transaction related costs

£000’s 30 June 2016 30 June 2015 31 December 2015
 
Amortisation of acquired intangibles 9,069 10,244 20,491
Impairment of acquired intangibles - - 20,040
Deferred consideration fair value adjustment - - 249
Third party advisory costs 209 629 1,160
Total 9,278 10,873 41,940
 

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 2016.  The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period.  Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

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

£000’s 30 June 2016 30 June 2015 31 December 2015
 
Current tax expense 4,559 6,609 12,592
Deferred tax credit (2,344) (1,911) (9,579)
Total tax expense in the income statement 2,215 4,698 3,013
 
Add back:      
Tax on amortisation of acquired intangibles and acquisition related costs 3,725 3,179 12,304
Adjusted tax charge on PBTA for the period 5,940 7,877 15,317
Tax rate on PBT 20.3% 26.2% 30.6%
Tax rate on PBTA 29.5% 27.4% 29.6%
 

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 2016 2015 2015
 
Profit attributable to ordinary shareholders 8,668 13,210 6,842
 
000’s
 
Weighted average number of ordinary shares for the purposes of basic earnings per share 220,748 219,940 220,166
Effect of employee share schemes 1,163 1,135 1,269
Weighted average number of ordinary shares for the purposes of diluted earnings per share 221,911 221,075 221,435
 
Basic earning per share (pence) 3.93 6.00 3.11
 
Diluted earnings per share (pence) 3.91 5.98 3.09
 

The directors consider that earnings per share before amortisation and impairment 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 2016 Six months ended 30 June 2015 Year ended 31 Dec 2015
 
 
Profit attributable to ordinary shareholders 8,668 13,210 6,842
Amortisation of acquired intangibles and transaction related costs 9,278 10,873 41,940
Tax on amortisation of acquired intangibles and transaction related costs (3,725) (3,179) (12,304)
Adjusted profit attributable to ordinary shareholders 14,221 20,904 36,478
 
Adjusted basic earnings before per share (pence) 6.44 9.50 16.57
 
Adjusted diluted earnings per share (pence) 6.41 9.46 16.47
 

7. Property, plant and equipment

During the six months ended 30 June 2016 the Group acquired assets with a cost of £3,647,000 (six months to 30 June 2015: £3,904,000), which includes £131,000 acquired through business combinations (six months to 30 June 2015: £511,000).  Assets with a net book value of £449,000 were disposed of during the six months ended 30 June 2016 (six months ended 30 June 2015: £352,000).

8. Acquisitions

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

Entity acquired Date of Acquisition Place of incorporation Percentageof entity acquired Nature of business acquired
DBK Partners Ltd 25 April UK 100% Project Management
 

The Group has allocated provisional fair values to the net assets of DBK as it did not have complete information at the balance sheet date.

Details of the carrying values of these 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 DBK
Intangible assets:  
 Order book 620
 Customer relations 3,160
 Trade names 190
PPE 131
Cash 49
Other assets 3,975
Other liabilities (8,360)
Net assets acquired (235)
   
Satisfied by:  
Initial cash consideration 6,606
Fair value of deferred consideration 2,438
Total consideration 9,044
Goodwill 9,279

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 £1,633,000.  The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

£000’s Gross receivables Estimated irrecoverable Fair value of assets acquired
DBK 1,918 255 1,663

The vendors of DBK have entered into a warranty agreement with the Group.  The total undiscounted cash flow that could be receivable by the Group is between £nil and £1,663,000.  The Group does not expect that this warranty will become receivable and therefore has not recognised an indemnification asset on acquisition.

The Group incurred acquisition related costs of £209,000 (six months to 30 June 2015: £629,000) which have been expensed through the income statement and are included within amortisation of acquired intangibles and transaction related expenses.

The contribution of the acquisition to the Group’s results for the period is given below.

£000’s Segment Revenue Operating Profit

Operating Profit before amortisation

DBK BNE:Europe 2,589 130 341

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 £295,666,000 and £13,294,000 respectively.

A reconciliation of the goodwill movement in 2016 in respect of acquisitions made in 2015 and 2016 is given in the table below.

 
£000’s

Goodwill at

1/1/16
Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 30/6/16
Klotz 9,372 - - 960 10,332
Metier 13,662 - 503 2,290 16,455
EIG 11,431 - - 1,468 12,899
Iris 5,446 - - 559 6,005
DBK - 9,279 - - 9,279
 

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

No negative goodwill was recognised in 2015 or 2016.

9. Share capital

  2016 Number 000’s 2016 £000’s 2015 Number 000’s 2015 £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 222,234 6,667 221,348 6,640
Issued under employee share schemes 651 19 664 20
At 30 June 222,885 6,686 222,012 6,660
 

10. Other reserves

£000’s Merger reserve Employee trust Translation reserve Total
 
At 1 January 2016 21,256 (11,997) (8,110) 1,149
Exchange differences - - 28,516 28,516
Issue of new shares - (794) - (794)
At 30 June 2016 21,256 (12,791) 20,406 28,871
 
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)
 

11. Dividends

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

£000’s Six months ended 30 June 2016 Six months ended 30 June 2015 Year ended 31 Dec 2015
 
Final dividend for 2015 5.08p per share 11,267 - -
Interim dividend for 2015 4.66p per share - - 10,305
Final dividend for 2014 4.42p per share - 9,668 9,668
  11,267 9,668 19,973
 

An interim dividend in respect of the six months ended 30 June 2016 of 4.66 pence per share, amounting to a total dividend of £10,350,000 was approved by the Directors of RPS Group Plc on 2 August 2016.  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 2016 2015 2015
 
Operating profit 13,413 20,561 14,905
Adjustments for:      
Depreciation 4,081 4,051 8,101
Amortisation of acquired intangibles 9,069 10,244 20,491
Impairment of acquired intangibles - - 20,040
Deferred consideration fair value adjustment - 10 249
Share based payment expense 1,087 1,043 1,889
Loss/(profit) on sale of property, plant and equipment 333 85 151
  27,983 35,994 65,826
       
(increase)/Decrease in trade and other receivables (340) 9,280 29,320
Increase/(decrease) in trade and other payables 614 2,500 (2,518)
 
Cash generated from operations 28,257 47,774 92,628

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 2016.

£000’s At 1 January 2016 Cash flow Acquisition cash Foreign exchange Other non-cash adjustments At 30 June 2016
 
Cash at bank 17,801 (1,051) 49 2,079 - 18,878
Overdrafts (479) (1,575) - - - (2,054)
Cash and cash equivalents 17,322 (2,626) 49 2,079 - 16,824
Bank Loans (96,018) (8,420) (4,900) (3,580) 1,116 (111,802)
Finance lease creditor (83) 23 - - - (60)
 
Net bank borrowings (78,779) (11,023) (4,851) (1,501) 1,116 (95,038)
 

The cash balance includes £2,958,000 (31 December 2015: £3,640,000) 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 2015 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 2015 Report and Accounts (available on the Group’s website at www.rpsgroup.com) and are summarised as follows:

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

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 recent decision of the UK to leave the EU has created uncertainty, although it is too early to say what the overall impact on the Group will be.

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 2015 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 and the recent referendum vote in UK creates another source of potentially significant risk.  Statements in respect of the Group’s performance in the year to date are based upon unaudited management accounts for the period January to June 2016.  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 2016, 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 2016 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
4 August 2016

Voting Rights and Capital

29 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 222,951,974 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (66,406) from those announced on 30 June 2016 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 222,951,974.
 
The above figure (222,951,974) 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 July 2016

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

SIP Announcement

06 Jul
 

On 04 July 2016 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 July 2016

  Purchase of Shares on 04 July 2016 £1.7825 per share Allotment of Matching Shares 04 July 2016 £1.7825 per share Total number of Partnership, Matching and Dividend shares held on 04 July 2016
Gary Young 70 70 19,644
Philip Williams 70 70 13,169
Alan Hearne 70 70 15,910
 

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 2016 To: 30 June 2016
Balance of unallotted securities under scheme(s) from previous return: 849,654
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): 651,317
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 1,198,337
   
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 222,885,568 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (116,363) from those announced on 31 May 2016 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 222,885,568.
 
The above figure (222,885,568) 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 2016

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

SIP Dividend

14 Jun
 

On 13 June 2016 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:-

14 June 2016

  Purchase of Dividend Shares on 13 June 2016 1.9066 per share Total number of Partnership, Matching and Dividend shares held on 13 June 2016
Gary Young 499 19,504
Philip Williams 331 13,029
Alan Hearne 402 15,770
 

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

06 Jun
 

On 01 June 2016 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 June 2016

  Purchase of Shares on 01 June 2016 £1.923 per share Allotment of Matching Shares 01 June 2016 £1.923 per share Total number of Partnership, Matching and Dividend shares held on 01 June 2016
Gary Young 65 65 19,005
Philip Williams 65 65 12,698
Alan Hearne 65 65 15,368
 

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

Voting Rights and Capital

31 May
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 222,769,205 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (69,505) from those announced on 29 April 2016 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 222,769,205.
 
The above figure (222,769,205) 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 May 2016

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

SIP Announcement

06 May
 

On 04 April 2016 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 2016

  Purchase of Shares on 03 May 2016 £1.715 per share Allotment of Matching Shares 03 May 2016 £1.715 per share Total number of Partnership, Matching and Dividend shares held on 03 May 2016
Gary Young 73 73 18,875
Philip Williams 73 73 12,568
Alan Hearne 73 73 15,238
 

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

Voting Rights and Capital

29 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 222,699,700 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (114,043) from those announced on 31 March 2016 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 222,699,700.
 
The above figure (222,699,700) 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 April 2016

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

Board Changes

27 Apr

RPS Group plc announces the re-appointment of John Bennett to the Board as a non-executive director, Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees. This appointment will be for a maximum period of two years. There are no matters that require disclosure pursuant to Listing Rule 9.6.13.

The Company also announces the appointment of Spencer Stuart as advisers in connection with its succession planning. Their initial brief is to assist in the identification of a Chairman to replace Brook Land who has informed the Board that, after 19 years with the Company, he intends to retire once a suitable replacement has been appointed. The Company will update the market as appropriate.

27 April 2016

Enquiries:

Tel: 020 7457 2020

Instinctif Partners
Matthew Smallwood
Justine Warren

Announcement: AGM Update and Acquisition

26 Apr

Further development of the Group’s project management capability with acquisition of DBK Partners Ltd (“DBK”) for £13 million.

AGM Update

 

DBK

RPS announces the acquisition of DBK. This transaction represents an important enhancement of our project management capability in the UK and adds to our international presence in this market.

In recent years RPS has developed a significant capability in both BNE: Europe and AAP to assist our clients manage complex, large scale infrastructure and property development projects. This new strand of activity now makes a significant contribution to Group fee income and profit. This has helped offset the reduction in our businesses exposed to oil and gas markets.

Founded in 2005, DBK has its headquarters in Birmingham, with other offices in London, Manchester and Bournemouth. The company is a leading project management consultancy in the UK and employs about 120 staff. It undertakes projects primarily for private sector clients in the property development industry in the UK. As part of RPS we expect it to broaden its client base.

The company was owned by 14 shareholders, including a significant external investor. All the employee shareholders are remaining with the business. The three main director shareholders have signed three year employment agreements.

In the year to 31 December 2015, DBK had revenues of £12.1 million and profit before tax of £2.0 million, after adjustment for non-recurring items. Net assets at 31 December 2015 were £0.5 million. Gross assets at 31 December 2015 were £8.1 million.

RPS has acquired the entire share capital of DBK for a maximum total consideration of £13.0 million all payable in cash. Consideration paid to the vendors at completion was £6.6 million. In addition £4.0 million of shareholder loans to the company were settled by RPS. Subject to certain operational conditions being met, two further sums of £1.2 million each will be paid to employee vendors on the first and second anniversaries of the transaction.

DBK will form part of the BNE:Europe segment and is expected to make a positive financial contribution in the current year.

 

AGM Update

The collapse in the oil price towards the end of 2015 and in the early weeks of 2016 coincided with the period when many of our clients in the oil and gas sector were finalising budgets for the current year. Subsequently, we have seen announcements of significant reductions in their expenditure plans. This materially affected the level of new commissions in both our Energy business and those parts of our other businesses exposed to the oil and gas sector in the first quarter. The oil price increase since the end of January should, if sustained, eventually be supportive to our markets, but has not yet reduced the high level of uncertainty being felt across the sector. We are, therefore, continuing to reduce our cost base, including a further 14% reduction in permanent headcount in the first quarter, on top of the 19% reduction in 2015.

Our largest business, BNE:Europe, outside Norway, is not exposed to the oil and gas sector and has continued to perform well, underpinned again by the UK planning, development, infrastructure and water markets.

Both our BNE:NAm and AAP businesses still depend, in significant part, on oil and gas clients and continue to be held back by that exposure. The repositioning of both businesses towards infrastructure, development and general environmental markets remains an effective strategy, but cannot completely protect the Group’s overall position.

The Group’s net bank debt at 31 March 2016 was £76.5 million (31 December 2015: £78.8 million).

The continuing uncertainty and decline in oil and gas sector activity in the first quarter had a material impact on both our Energy business and those parts of our other businesses with exposure to that sector. Assuming current levels of activity, the extensive cost savings we have made should result in an improved performance in the rest of the year, particularly the second half. However, without an improvement in market conditions, the Board currently anticipates that the full year outcome for the Group will be lower than in 2015.

The Group will be going into 2017 with a far smaller exposure to the oil and gas sector and an attractive long term opportunity in project management markets internationally.

26 April 2016

Tel: 01235 863206

ENQUIRIES  
RPS Group plc  
Dr Alan Hearne, Chief Executive  
Gary Young, Finance Director

Tel: 020 7457 2020

   
Instinctif Partners  
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.

AGM Results

26 Apr
   

RPS Group plc held its Annual General Meeting on Tuesday 26 April 2016 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

SIP Announcement

11 Apr
 

On 05 April 2016 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 April 2016

  Purchase of Shares on 01 Apr 2016 £ 2.075 per share Allotment of Matching Shares 01 Apr 2016 £ 2.075 per share Total number of Partnership, Matching and Dividend shares held on 01 Apr 2016
Gary Young 60 60 18,729
Philip Williams 60 60 12,422
Alan Hearne 60 60 15,092
 

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

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 222,585,657 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (237,955) from those announced on 29 February 2016 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 222,585,657.
 
The above figure (222,585,657) 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 2016

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

Directorate Change

21 Mar

RPS Group plc announces that Dr Phil Williams, Executive Director, will retire no later than 30th September 2016. He will remain on the Board until his retirement to ensure a smooth transition. His responsibilities will be assumed by Dr Alan Hearne, the Group Chief Executive, in conjunction with an enlarged Executive Committee.

The Board would like to thank Phil for the major contribution he has made to RPS – and to the Energy business in particular - over the 12 year period since he joined the Group.

21 March 2016

ENQUIRIES  
Instinctif Partners Tel: 020 7457 2020
Justine Warren  
Matthew Smallwood  

RPS Group Plc 2015 Annual Report and Accounts

21 Mar

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

Report and Accounts for the year ended 31 December 2015; and

Notice of 2016 Annual General Meeting.

These documents will also been mailed to shareholders today.

Copies of these documents and the form of proxy in respect of the Company’s Annual General Meeting on 26 April 2016 have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

The total number of ordinary shares in the Company in issue as at the date hereof and in respect of which votes may be exercised at the Annual General Meeting is 222,571,073.

21 March 2016

Nicholas Rowe
Company Secretary
01235 438016

Block Listing Application

16 Mar

RPS Group PLC

Block Listing Application

 

RPS Group PLC (“RPS” or the “Company”) announces that 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 17 March 2016.

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

16 March 2016

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

Forfeiture of Conditional Shares

11 Mar

RPS Group plc

Forfeiture of Conditional Shares

 

RPS Group Plc (the “Company”) announces that in accordance with financial forfeiture conditions set in respect of the operation of the RPS Group Plc Bonus Plan for the year-ended 31 December 2015, the following conditional ordinary shares previously awarded to Executive Directors in the form of nil cost options have now been forfeited:

Alan Hearne - 92,589
Phil Williams - 60,759
Gary Young - 35,251

11 March 2016

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

Re Directorate

08 Mar

The Board of RPS has been notified by Andrew Page, Non-Executive Director, that he will not seek re-election at the AGM on 26th April 2016.

8 March 2016

ENQUIRIES  
Instinctif Partners Tel: 020 7457 2020
Matthew Smallwood
Justine Warren  

Notification of Director Share Dealing

04 Mar

RPS Group plc

Director Share Dealing

 

RPS Group Plc (the “Company”) announces that on 4 March 2016 Robert Miller-Bakewell a Non-Executive Director of the Company purchased 5,000 ordinary shares of the Company at a price of 189.25p per share.

Following this purchase Mr Miller-Bakewell has a total beneficial interest in 10,000 ordinary shares of the Company

 

04 March 2016

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

SIP Announcement

04 Mar
 

On 04 March 2016 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 March 2016

  Purchase of Shares on 01 Mar 2016 £1.75 per share Allotment of Matching Shares 01 Mar 2016 £1.75 per share Total number of Partnership, Matching and Dividend shares held on 01 Mar 2016
Gary Young 71 71 18,609
Philip Williams 71 71 12,302
Alan Hearne 72 72 14,972
 

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.

Results for the Year Ended 31 December 2015

03 Mar
     

Results affected significantly by structural decline in oil and gas E&P activity. Other businesses performed well. Strong operating cash flow. Dividend increased.

Summary of Results

 
  2015 2014 2014
(constant
currency)
  Business Performance
  Revenue (£m) 567.0 572.1 554.7
  Fee income (£m) 506.1 505.0 489.6
  PBTA(1) (£m) 51.8 66.1 65.0
  Adjusted earnings per share(2) (basic) (p) 16.57 22.04 21.67
  Total dividend per share (p) 9.74 8.47 8.47
 
  Statutory reporting
  Profit before tax (£m) 9.9 46.3 45.7
  Earnings per share (basic) (p) 3.11 15.20 15.03
 

Key Points

sharp decline in level of E&P spend followed collapse in oil price; significantly affected Energy trading profits;

 

£20.0 million impairment of intangibles arising from O&G downturn;

 

Energy bad debt provision of £7.0 million;

 

BNE:Europe grew well benefiting from recovering UK economy and Metier acquisition in Norway;

 

AAP strategy to reposition away from resources sector progressing well; reinforced by acquisition of EIG;

 

acquisition of Klotz and Iris assisted repositioning in BNE:North America, but oil and gas client exposure still had significant impact;

 

strong net cash from operating activities £75.1m (2014: £44.0m);

 

full year dividend increased by 15%.

Notes:

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

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

 

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

“The Group produced a creditable result for 2015 against the backdrop of a major reduction in expenditure by our oil and gas clients, reflecting the flexible nature of our strategy and business model. The AAP and BNE:Europe businesses performed particularly well. They and BNE: North America are expected to grow again in 2016, offsetting a likely further reduction in the Energy contribution.

The ability of RPS to continue to generate strong cash flow is testament to the robust nature of our business. Our year end debt was lower than anticipated. The Board has decided again to increase the full year dividend by 15%.”

3 March 2016

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

Results

PBTA for the full year was £51.8 million (2014: £66.1 million; £65.0 million on a constant currency basis). This reduction was caused by a significant downturn in our Energy business, resulting from the substantial global contraction in expenditure by our oil and gas clients, responding to a collapse in the oil price. In addition, a provision for doubtful debts totalling £7.0 million was made at the year end in respect of this business, due to the non-payment of debts due from a small number of clients. Primarily as a result of significantly reduced Energy earnings in the UK, the Group tax charge on PBTA increased to 29.6% (2014: 26.9%). Adjusted basic earnings per share were 16.57 pence (2014: 22.04 pence; 21.67 pence on a constant currency basis).

We have taken a non-cash impairment charge against the book value of certain intangible assets held on the balance sheet of £20.0 million as a result of the reduced level of activity from oil and gas clients. This reduced PBT for the full year which, as a result, was £9.9 million (2014: £46.3 million; £45.7 million on a constant currency basis).

 

Segment Contribution

The contribution of the Group’s four segments was:

 
Segment Profit* (£m) 2015 2014 2014
(constant currency)
 
  Built and Natural Environment: Europe 30.3 24.9 23.7
                                                         : North America 10.6 9.1 9.5
 
  Energy 10.9 35.0 35.5
 
  Australia, Asia Pacific 12.1 8.2 7.3
 
  Total 63.9 77.2 75.9

*after reorganisation costs.

During the year we experienced a significant change in the mix of our business. Energy contributed 45% of segment profit in 2014. This reduced to 17% in 2015 as a result of the downturn in the oil and gas sector and growth in our other businesses. BNE:Europe, which now includes Norway, has become the Group’s largest business (having grown organically and by acquisition) contributing 47% of segment profit.

Following the acquisition of Everything Infrastructure Group Pty Ltd (“EIG”) (October 2015) our non resources businesses in AAP now contribute about 80% of the annualised AAP profit. When we created this segment in 2013 this contribution was about 25%. Both our BNE businesses remain exposed to oil and gas client projects. The oil and gas component in Europe is small (about 5%) and primarily focussed in Norway. In North America the exposure is greater (about 40%); we have in place a strategy to diversify this business further, as has been achieved in AAP. Both, however, remain exposed to further deterioration in the resources markets.

In recent years our acquisitions in both Norway and Australia have been directed towards project management consultancy, particularly in respect of large scale infrastructure projects. We see this as an important new activity for the Group; it also reduces our dependency on the resources sectors.

Cash Flow, Funding and Dividend

Our cash flow in the year was excellent. Net cash from operating activities was £75.1 million (2014: £44.0 million). There was a reduction in working capital of £26.8 million (2014: absorption £8.5 million) in part due to the collection of some older debts. Our year end net bank borrowings were £78.8 million (2014: £73.2 million) after paying out £20.0 million in dividends (2014: £17.4 million) and £51.9 million (2014: £64.7 million) in respect of initial and deferred payments for acquisitions, net of acquired cash and debt. Net bank borrowings include £53.1 million of US private placement notes, due for repayment in 2021. In July 2015, we arranged a £150 million committed revolving credit facility with Lloyds Bank Plc and HSBC Bank Plc. This is available until July 2020 and had headroom of about £107.1 million at the year end.

As a result of the downturn in the Energy business and its reduced prospects for 2016, we have taken a non-cash impairment charge of £16.6 million against the value of intangible assets on the balance sheet. We have also taken impairment charges in respect of intangible assets of £2.9 million in BNE: North America and £0.5 million in AAP, both in relation to businesses with exposure to the oil and gas sector.

The Board is recommending a final dividend of 5.08 pence per share payable on 20 May 2016 to shareholders on the register on 22 April 2016. If approved, the total dividend for the full year would be 9.74 pence per share, an increase of 15% (2014: 8.47 pence per share). The Board intends to continue to grow the dividend in a manner which reflects the performance and needs of the business.

Markets and Trading

Built and Natural Environment (BNE)

BNE: Europe

Within this business we provide a wide range of consultancy services to many aspects of the property and infrastructure sectors. It had a successful year achieving growth in fee income, profit and margin. This segment now includes the Group’s Norwegian business, reported last year in Energy. The process of integrating OEC (acquired September 2013) with Metier AS (acquired May 2015) to form Norway’s leading project management consultancy has progressed encouragingly.

 
  2015 2014 2014
(constant
currency)
  Fee income (£m) 222.4 186.3 180.7
  Segment profit* (£m) 30.3 24.9 23.7
  Margin (%) 13.6 13.4 13.3

* after reorganisation costs: 2015 £0.5m; 2014 £0.3m.

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, achieved this and, in consequence, performed particularly well in the period.

Our business in Norway has a modest direct exposure to the oil and gas market. The other parts of the business traded well, including Metier AS.

We currently anticipate this segment of the Group should show further growth this year.

BNE: North America

This business evolved from our North American Energy business and, as a result, still has significant exposure to the provision of environmental services to the oil and gas sector. This has held back progress throughout the year as those clients reduced and delayed expenditure, although both fee income and profit grew helped by the contribution from acquisitions.

The acquisition of Klotz Associates Inc. (February 2015) and Iris Environmental (October 2015) continued the process of diversifying into more traditional planning and environmental consultancy activities. These businesses, in conjunction with GaiaTech (acquired in 2014), have enabled the North American business as a whole to secure year on year growth. Once they have been fully integrated we intend to develop further our planning and environmental capability with additional acquisitions.

 
  2015 2014 2014
(constant
currency)
  Fee income (£m) 58.7 41.3 43.4
  Segment profit* (£m) 10.6 9.1 9.5
  Margin (%) 18.0 22.0 21.9

* after reorganisation costs: 2015 £0.2m; 2014 £nil.

We currently anticipate further growth in this business in 2016, although this is likely to be driven largely by the recent acquisitions.

Energy

We provide internationally recognised 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. The business undertakes projects globally and manages its resources internationally.

During the course of the year, our experienced management team had to respond to a significant reduction in our clients’ spend and the uncertainty about whether and when specific projects might commence. In these circumstances, the maintenance of a margin well into double figures, before doubtful debt provisions totalling £7.0 million made at the year end, confirms both the quality of this business and its management, as well as the added value it provides to our clients.

 
  2015 2014 2014
(constant
currency)
  Fee income (£m) 123.0 175.5 177.5
  Segment profit* (£m) 10.9 35.0 35.5
  Margin (%) 8.9 19.9 20.0

* after reorganisation costs: 2015 £0.9m; 2014 £0.2m

Our Energy activities can be broadly divided into 2 components: consultancy and operations. Consultancy provides a broad range of advisory and training services and includes the asset evaluation work and training we undertake for clients. It is predominantly an employee based business. The operations business provides technical support to clients in their day to day exploration and production activities. It generates income primarily with the use of sub-consultants. The performance of the business can be seen in the declining trend of fee income for both components:

(£m)

2014

2015

 

H1

H2

Total

H1

H2

Total

Consultancy

34.5

34.0

68.5

26.5

23.3

49.8

Operations

54.3

52.7

107.0

40.8

32.4

73.2

Total

88.8

86.7

175.5

67.3

55.7

123.0

 

In response, the operating costs of the business have been reduced by about £36 million on an annualised basis since the beginning of 2015. This includes about £25 million for the year on year reduction in the cost of sub-consultants, almost entirely related to the operations business.

The oil price remains volatile and expenditure by our clients is likely to reduce materially again this year. In consequence, further cost saving measures are being taken. The costs of these will be incurred in the first half, with the benefit of the consequent savings arising largely in the second half. As a result the first half is likely to produce a reduced performance compared with the same period in 2015. Assuming reasonably stable market conditions, the second half should show an improvement over the first half. However, our current expectation is that the full year Energy result for 2016 is likely to show a further decline in both fee income and profit.

Australia Asia Pacific (“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. This strategy is proving successful. The business grew its profit significantly in 2015 and improved its margin, primarily as a result of this repositioning strategy and, in particular, the acquisition of Point the project management consultancy (September 2014).

 
  2015 2014 2014
(constant
currency)
  Fee income (£m) 104.2 103.6 93.1
  Segment profit* (£m) 12.1 8.2 7.3
  Margin (%) 11.6 7.9 7.8

* after reorganisation costs: 2015 £0.4m; 2014 £1.4m.

Following elections in New South Wales, Victoria and Queensland in the first half of 2015, the pace of investment in infrastructure has increased and we are assisting clients develop a number of high profile projects. We also have involvement in a number of large projects for various departments of the Federal Government. Such projects are likely to remain important to the Australian economy, although the reduction in levels of tax revenue from the resources sector is focusing attention on those able to deliver value for money.

In order to expand this increasingly important component of our business we acquired EIG, a project management business with a strong involvement in the infrastructure market. (October 2015). We see considerable opportunity in infrastructure related markets and are now well positioned to take advantage of this.

Overall, we are currently expecting an improved performance in 2016, although a further contraction in the remaining resources element of the business is, again, likely to moderate the organic growth achievable.

Group Strategy and Prospects

The acquisitions made in 2015 are integrating well and will make an important contribution this year. The Board is currently expecting a further reduction in Energy profit in 2016. The other three segments are expected to grow.

Our strategy of building multi-disciplinary businesses in each of the regions in which we operate continues to be attractive. Our flexible business model, diversity of operations and experienced management enabled us to withstand a substantial contraction in Energy during the year, as well as delivering strong cash flow. We intend to maintain this strategy, securing organic growth where possible and containing costs where not, whilst continuing to seek further acquisition opportunities.

Board of Directors
RPS Group plc
3 March 2016




 
Consolidated income statement
  Notes year ended
31
December
year ended
31
December
  £000’s   2015 2014
 
  Revenue 2 566,972 572,126
  Recharged expenses 2 (60,862) (67,167)
  Fee income 2 506,110 504,959
 
  Operating profit before amortisation of acquired intangibles and
  transaction related costs
2 56,845 70,244
  Amortisation of acquired intangibles and transaction related costs 3 (41,940) (19,842)
  Operating profit   14,905 50,402
 
  Finance costs 4 (5,232) (4,242)
  Finance income 4 182 112
 
  Profit before tax, amortisation of acquired intangibles and
  transaction related costs
  51,795 66,114
 
  Profit before tax   9,855 46,272
 
  Tax expense 5 (3,013) (12,925)
  Profit for the year attributable to equity
  holders of the parent
  6,842 33,347
 
 
  Basic earnings per share (pence) 6 3.11 15.20
 
  Diluted earnings per share (pence) 6 3.09 15.12
 
  Adjusted basic earnings per share (pence) 6 16.57 22.04
 
  Adjusted diluted earnings per share (pence) 6 16.47 21.92
 
Consolidated statement of comprehensive income
  year ended
31
December
year ended
31
December
  £000’s 2015 2014
 
  Profit for the year 6,842 33,347
  Exchange differences* (9,181) (4,602)
  Actuarial gains and losses on re-measurement of defined benefit pension liability 234 (601)
  Tax on re-measurement of defined benefit pension liability (63) 112
  Total recognised comprehensive income for the year attributable to
  equity holders of the parent
(2,168) 28,256
  * 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 2015 2014
  Assets
    Non-current assets:
    Intangible assets   416,658 404,996
    Property, plant and equipment   26,504 27,371
    Deferred tax asset   4,281 4,043
    447,443 436,410
    Current assets:
    Trade and other receivables   157,430 170,905
    Cash at bank   17,801 17,521
  175,231 188,426
  Liabilities
    Current liabilities:  
    Borrowings   525 542
    Deferred consideration 10 20,383 17,170
    Trade and other payables   112,309 101,825
    Corporation tax liabilities   4,014 2,213
    Provisions   1,161 1,206
  138,392 122,956
    Net current assets   36,839 65,470
    Non-current liabilities:  
    Borrowings   96,055 90,159
    Deferred consideration 10 9,890 9,540
    Other payables   2,162 2,734
    Deferred tax liability   10,043 12,874
    Provisions   1,642 1,896
    119,792 117,203
    Net assets   364,490 384,677
 
  Equity
    Share capital   6,667 6,640
    Share premium   112,026 110,100
    Other reserves 7 1,149 11,551
    Retained earnings   244,648 256,386
    Total shareholders’ equity   364,490 384,677
 
Consolidated cash flow statement
    year ended 31
December
year ended 31
December
  £000’s Notes 2015 2014
 
  Adjusted cash generated from operations 8 92,628 70,772
  Deferred consideration treated as remuneration   - (3,635)
  Cash generated from operations   92,628 67,137
  Interest paid   (6,021) (3,771)
  Interest received   182 112
  Income taxes paid   (11,737) (19,503)
  Net cash from operating activities   75,052 43,975
 
  Cash flows from investing activities:
  Purchases of subsidiaries net of cash acquired   (35,354) (36,959)
  Deferred consideration   (16,568) (19,722)
  Purchase of property, plant and equipment   (7,963) (7,698)
  Proceeds from sale of property, plan and equipment   465 471
  Net cash used in investing activities   (59,420) (63,908)
 
  Cash flows from financing activities:  
  Proceeds from issue of share capital   - 1
  Proceeds from bank borrowings   4,831 36,406
  Payment of finance lease liabilities   (66) (645)
  Dividends paid   (19,973) (17,379)
  Payment of pre-acquisition dividend   (169) -
  Net cash used in financing activities   (15,377) 18,383
 
  Net (decrease)/increase in cash and cash equivalents   255 (1,550)
 
  Cash and cash equivalents at beginning of year   17,046 17,791
  Effect of exchange rate fluctuations   21 805
 
  Cash and cash equivalents at end of year   17,322 17,046
 
 
  Cash and cash equivalents comprise:
  Cash at bank 8 17,801 17,521
  Bank overdraft 8 (479) (475)
  
  Cash and cash equivalents at end of year   17,322 17,046
 
Consolidated statement of changes in equity
  
  £000’s Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
equity
  
  At 1 January 2014 6,619 108,307 239,460 17,652 372,038
  Total comprehensive income - - 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
  Total comprehensive income - - 7,013 (9,181) (2,168)
  Issue of new ordinary shares 27 1,926 (730) (1,221) 2
  Share based payment expense - - 1,889 - 1,889
  Tax recognised directly in equity - - 63 - 63
  Dividends paid - - (19,973) - (19,973)
  At 31 December 2015 6,667 112,026 244,648 1,149 364,490
 

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 31 December 2015 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 IAS19 (2014) “Employee Benefits” and IAS27 (2014) “Separate Financial Statements”. Their adoption has not had a material impact on the disclosures or amounts reported in these accounts. Otherwise, the Group has prepared these accounts on the same basis as the 2014 Report and Accounts.

2. Business segments

The segment results for the year ended 31 December 2014 were restated following the transfer of the Norwegian businesses into the BNE Europe segment from the Energy segment, as noted in the Interim Management Statement issued on 30 April 2015.

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 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 they predominantly relate to the stewardship of the Group. They include the costs of the main board and the Group finance and marketing functions and related IT costs. These costs are included in the category “unallocated expenses”.

“Segment profit” is defined as profit before interest, tax, amortisation and impairment 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 2015

 
   £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 222,437 30,503 (808) 252,132
  BNE - North America 58,672 7,713 (343) 66,042
  Energy 122,971 13,931 (938) 135,964
  AAP 104,153 9,045 (364) 112,834
  Group eliminations (2,123) (330) 2,453 -
  Total 506,110 60,862 - 566,972
 
  £000’s Underlying
profit
Reorganisation
costs
Segment
Profit
  
  BNE - Europe 30,871 (549) 30,322
  BNE - North Amercia 10,741 (166) 10,575
  Energy 11,810 (904) 10,906
  AAP 12,539 (409) 12,130
  Total 65,961 (2,028) 63,933
 

Segment results for the year ended 31 December 2014 as restated

 
  £000’s Fees Expenses Intersegment
revenue
External
revenue
  
  BNE - Europe 186,288 22,274 (817) 207,745
  BNE - North America 41,322 5,916 (639) 46,599
  Energy 175,504 28,953 (680) 203,777
  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
  
  BNE - Europe 25,170 (253) 24,917
  BNE - North America 9,112 - 9,112
  Energy 35,131 (167) 34,964
  AAP 9,639 (1,419) 8,220
  Total 79,052 (1,839) 77,213
 
Group reconciliation
  £000’s
2015 2014
  Revenue 566,972 572,126
  Recharged expenses (60,862) (67,167)
  Fees 506,110 504,959
  
  Underlying profit 65,961 79,052
  Reorganisation costs (2,028) (1,839)
  Segment profit 63,933 77,213
  Unallocated expenses (7,088) (6,969)
  Operating profit before amortisation of acquired intangibles and
  transaction related costs
56,845 70,244
  Amortisation of acquired intangibles and transaction related costs (41,940) (19,842)
  Operating profit 14,905 50,402
  Finance costs (5,050) (4,130)
  Profit before tax 9,855 46,272
 

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

 
   Revenue    Fees
  £000’s 2015 2014    2015 2014
  UK 231,094 247,516    198,876 212,045
  Australia 106,167 106,786    97,317 96,909
  USA 102,290 91,783    93,180 83,987
  Norway 48,587 30,082    47,255 29,543
  Netherlands 28,955 31,600    24,231 27,190
  Ireland 23,766 24,518    20,186 20,502
  Canada 18,516 31,413    17,637 26,922
  Other 7,597 8,428    7,428 7,861
  Total 566,972 572,126    506,110 504,959
 

3. Amortisation and impairment of acquired intangibles and transaction related costs

 
  £000’s year ended
31 Dec
2015
year ended
31 Dec
2014
  
  Amortisation of acquired intangibles 20,491 17,605
  Impairment of acquired intangibles 20,040 -
  Contingent deferred consideration treated as remuneration - 1,077
  Adjustments to consideration payable 249 -
  Transaction costs 1,160 1,160
  Total 41,940 19,842
 

The impairment of intangible assets in 2015 arose in the following segments as a result of reduced prospects of businesses with exposure to the oil and gas sector:

  £000’s
  
  Energy 16,612
  BNE:North America 2,927
  AAP 501
  Total 20,040
 

4. Net financing costs

 
  £000’s year ended
31 Dec
2015
year ended
31 Dec
2014
  Finance costs:
  Interest on loans, overdraft and finance leases (4,146) (3,107)
  Interest on deferred consideration (1,086) (1,135)
   (5,232) (4,242)
  Finance income:
  Deposit interest receivable 182 112
  Net financing costs (5,050) (4,130)
 

5. Income taxes

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

 

Analysis of tax expense/(credit) not included in income for the year:

  £000’s year ended
31 Dec
2015
year ended
31 Dec
2014
Current tax:
    UK corporation tax 1,656 5,359
    Overseas tax 11,300 11,564
    Adjustments in respect of prior years (364) 230
   12,592 17,153
  Deferred tax:
    Origination and reversal of timing differences (9,332) (3,276)
    Effect of change in tax rate (826) -
    Adjustments in respect of prior years 579 (952)
   (9,579) (4,228)
  
  Tax expense for the year 3,013 12,925
  
  Deferred tax expense/(credit) in other comprehensive income 63 (112)
  
  Deferred tax charge/(credit) in equity for the year (63) 352
 

The UK rate of corporate tax was reduced from 21% to 20% from 1 April 2015. The UK tax expense for the Group’s UK companies is 20.25% (2014: 21.5%) representing the weighted average annual corporate tax rate for the full financial year. The actual tax expense for 2015 is different from 20.25% (2014: 21.5%) of profit before tax for the reasons set out in the table below:

 
  
  £000’s 2015 2014
  Profit before tax 9,855 46,272
  Tax at the UK effective rate of 20.25% (2014: 21.5%) 1,996 9,948
  Effect of overseas tax rates 1,370 3,534
  Acquisition consideration treated as - 247
  remuneration not deductible for tax purposes    
  Expenses not deductible for tax purposes 1,156 673
  Non taxable income (768) (755)
  Effect of change in tax rates (769) -
  Adjustments in respect of prior years 28 (722)
  Total tax expense for the year 3,013 12,925
 

The effective tax rate for the year on profit before tax is 30.6% (2014: 27.9%). The effective tax rate for the year on profit before tax, amortisation and impairment of acquired intangibles and transaction related costs is 29.6% (2014: 26.9%) as shown in the table below:

 
  
  £000’s 2015 2014
  Total tax expense in Income Statement 3,013 12,925
  Add back:    
  Tax on amortisation of acquired intangibles and transaction related costs 12,304 4,838
  Adjusted tax charge on the profit for the year 15,317 17,763
  PBTA 51,795 66,114
  Adjusted effective tax rate 29.6% 26.9%
 

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 2015 2014
  
  Profit attributable to ordinary shareholders 6,842 33,347
  
  Weighted average number of ordinary shares for the
  purposes of basic earnings per share
220,166 219,399
  Effect of employee shares schemes 1,269 1,135
  Diluted weighted average number of ordinary shares 221,435 220,534
  
  Basic earnings per share (pence) 3.11 15.20
  Diluted earnings per share (pence) 3.09 15.12
 

The directors consider that earnings per share before amortisation and impairment 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
2015
year ended
31 Dec
2014
  
  Profit attributable to ordinary shareholders 6,842 33,347
  Amortisation of acquired intangibles and transaction
  related costs (note 3)
41,940 19,842
  Tax on amortisation of acquired intangibles and
  transaction related costs
(12,304) (4,838)
  Adjusted profit attributable to ordinary shareholders 36,478 48,351
 
  Adjusted basic earnings per share (pence) 16.57 22.04
  Adjusted diluted earnings per share (pence) 16.47 21.92
 

7. Other reserves

 
  £000’s Merger
reserve
Employee
trust
Translation
reserve
Total
  
  At 1 January 2014 21,256 (9,277) 5,673 17,652
  Exchange differences - - (4,602) (4,602)
  Issue of new shares - (1,499) - (1,499)
  At 31 December 2014 21,256 (10,776) 1,071 11,551
  Exchange differences - - (9,181) (9,181)
  Issue of new shares - (1,221) - (1,221)
  At 31 December 2015 21,256 (11,997) (8,110) 1,149
 

8. Notes to the consolidated cash flow statement

 
   year ended
31 Dec
year ended
31 Dec
  £000’s 2015 2014
 
  Operating profit 14,905 50,402
  Adjustments for:
    Depreciation 8,101 8,458
    Impairment of acquired intangibles 20,040 -
    Amortisation of acquired intangibles 20,491 17,605
    Contingent consideration treated as remuneration - 1,077
    Consideration fair value adjustments 249 -
    Share based payment expense 1,889 2,027
    Loss/(profit) on sale of property, plant and equipment 151 (249)
   65,826 79,320
  Decrease in trade and other receivables 29,320 2,956
  Decrease in trade and other receivables (2,518) (11,504)
  Adjusted cash generated from operations 92,628 70,772
 

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 2015:

 
  £000’s At 31 Dec
2014
Cash flow Acquisition debt Foreign
exchange
At 31 Dec
2015
 
  Cash at bank 17,521 (4,281) 4,553 8 17,801
  Overdrafts (475) (17) - 13 (479)
  Cash and cash
  equivalents
17,046 (4,298) 4,553 21 17,322
  Bank loans (90,076) (4,831) - (1,111) (96,018)
  Finance lease creditor (150) 66 - 1 (83)
  Net borrowings (73,180) (9,063) 4,553 (1,089) (78,779)
 

The cash balance at 31 December 2015 includes £3,640,000 (2014: £4,139,000) that is restricted in its use, either as security or client deposits.

9. Acquisitions

During 2015 the Group completed four 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
  Klotz Associates Inc. 13/2/15 USA 100% Water and transportation consultancy
  Metier Holding AS 29/4/15 Norway 100% Project management & training services
  Iris Environmental 14/10/15 USA 100% Environmental due diligence
  Everything Infrastructure Group 28/10/15 Australia 100% Project management
  Pty Ltd        
 

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 Klotz Metier Iris EIG Total
  Intangible assets:              
    Order book 1,767 1,122 - 800 3,689
    Customer relations 3,423 4,945 2,495 3,127 13,990
    Trade names 611 1,193 176 367 2,347
    Software - 1,362 - - 1,362
  PPE 63 449 53 148 713
  Cash 1,354 817 1,355 1,027 4,553
  Other assets 4,643 9,293 1,406 2,229 17,571
  Other liabilities (5,340) (12,372) (2,069) (3,698) (23,479)
  Net assets acquired 6,521 6,809 3,416 4,000 20,746
               
  Satisfied by:              
  Initial cash consideration 11,106 14,384 5,277 9,140 39,907
  Fair value of deferred consideration 4,490 7,795 3,369 5,765 21,419
  Total consideration 15,596 22,179 8,646 14,905 61,326
               
  Goodwill 9,075 15,370 5,230 10,905 40,580
 

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 £11,374,000. The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

 
  £000s Gross
receivables
Estimated
irrecoverable
Fair value of
assets acquired
  Klotz 2,532 (99) 2,433
  Metier 6,232 (116) 6,116
  Iris 883 (126) 757
  EIG 2,114 (46) 2,068
   11,761 (387) 11,374
 

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 £15,947,000. 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 Fees Adjusted Operating Profit* Operating Profit
  Klotz BNE: NA 17,493 17,439 3,035 822
  Metier BNE: Europe 23,102 22,580 1,950 (81)
  Iris BNE: NA 1,447 1,392 296 129
  EIG AAP 2,659 2,429 503 257
     44,701 43,840 5,784 1,127

* Adjusted operating profit is operating profit before amortisation of acquired intangibles and transaction related expenses.

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 £598,418,000 and £15,274,000 respectively.

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

 
  £000s Goodwill at 1/1/15 Additions through acquisition Adjustments to prior year estimates Foreign exchange movement Goodwill at 31/12/15
  Whelans 741 - 55 (50) 746
  Clear 3,240 - (67) - 3,173
  GaiaTech 11,975 - - 694 12,669
  CgMs 7,623 - (152) - 7,471
  Delphi 439 - 12 (48) 403
  Point 8,946 - 244 (560) 8,630
  Klotz - 9,075 - 297 9,372
  Metier - 15,370 - (1,708) 13,662
  Iris - 5,230 - 216 5,446
  EIG - 10,905 - 526 11,431
 

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

No negative goodwill was recognised in 2014 or 2015.

 

10. Deferred consideration

 

  £000’s

As at 31 December 2015 As at 31 December 2014
  Amount due within one year 20,383 17,170
  Amount due between one and two years 9,708 9,540
  Amount due between two and five years 182 -
  Total deferred consideration 30,273 26,710
 

11. Events after the balance sheet date

There were no events arising after the balance sheet date requiring adjustment to the year end results or disclosure.

12.

The financial information set out above does not constitute the Company’s full statutory accounts for the year ended 31 December 2015 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 2014 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 21st March 2016 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 macro-economic events occurring beyond our control, such as the effects of a collapsed oil price and the volume of work available to our Energy business, 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 and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2015

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.

 

 

Voting Rights and Capital

29 Feb
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 222,347,702 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (64,640) from those announced on 29 January 2016 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 222,347,702.
 
The above figure (222,347,702) 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 February 2016

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

SIP Announcement

04 Feb
 

On 01 February 2016 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 Feb 2016

  Purchase of Shares on 01 Feb 2016 £1.79 per share Allotment of Matching Shares 01 Feb 2016 £1.79 per share Total number of Partnership, Matching and Dividend shares held on 01 Feb 2016
Gary Young 71 71 18,467
Philip Williams 71 71 12,160
Alan Hearne 70 70 14,828
 

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

Voting Rights and Capital

29 Jan
   

In conformity with the Transparency Directive's transitional provision 6 we would like to notify the market of the following:
 
RPS Group plc's capital consists of 222,283,062 ordinary shares with voting rights. RPS Group plc does not hold any shares in Treasury. The increase in the number of shares (53,257) from those announced on 23 December 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 222,283,062.
 
The above figure (222,283,062) 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 January 2016

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

TR-1: Notification of Major Interest in Shares - Grantham, Mayo, Van Otterloo and Co., LLC

29 Jan
 

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of 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:

Grantham, Mayo, Van Otterloo and Co., LLC

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:

27 January 2016

6. Date on which issuer notified:

28 January 2016

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

3%

 

8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

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

GB00075994764

6,831,652

6,831,652

5,208,804

5,208,804

0

2.3439%

0

 

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

5,208,804

2.3439%

 

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

 

 

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

 

13. Additional information:

14. Contact name:

Laura McLaughlin

15. Contact telephone number:

617-790-5054
 

 

Group Results for 2015

27 Jan

The Group’s results for 2015 will be announced on 3 March 2016.

Despite the turmoil in the oil and gas sector, our unaudited management accounts indicate that the Group’s trading results for 2015 were within the range of market expectations. This reflects the strength RPS derives from its diverse activities.

2015 was characterised by a significant reduction in investment by our oil and gas clients. Even after major cost reductions, the contribution from our Energy business reduced substantially. After a period of modest recovery in the first half of the year, the oil price declined 40% in the second half. In consequence, market conditions deteriorated further in the final months of the year.

Our other businesses, with the benefit of a number of high quality acquisitions, grew their profit in 2015. The repositioning of our AAP business away from the resources sector progressed well. Similar repositioning in BNE:NorthAmerica is at an earlier stage, but has started to work effectively. Our BNE:Europe business is taking good advantage of its improving markets.

The oil price continued to fall sharply in the early weeks of 2016. With the likelihood of further significant reduction in investment by our clients, we have decided to reduce again the capacity of the Energy business. We are, as part of the audit process, reviewing the value of intangible assets held on the balance sheet in relation to acquisitions in the oil and gas sector. It currently seems likely this will result in a non cash impairment charge of up to about £20 million, which will be accounted for in the 2015 results. This reflects current market conditions, but does not affect the strong position of our Energy business in this long term market.

In the current environment the risk of suffering bad debts, in respect of a small number of oil and gas clients, has increased. We are, therefore, reviewing the debtor exposure in the Energy business and may need to provide for doubtful debts up to about £7 million. Any charge needed would also be taken in respect of the 2015 results.

Our operating cash flow and conversion of profit into cash in 2015 was, once again, strong. The ability of RPS to continue to generate good cash flow is testament to the robust nature of our business.

27 January 2016

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 land property and other natural resources, 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. The Board of RPS considers market expectations are best defined by the range of forecasts for PBTA published by analysts who consistently follow the Group. Nothing in this announcement should be construed as a profit forecast.

TR-1: Notification of Major Interest in Shares - Tameside MBC

18 Jan
 

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

RPS GROUP PLC

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

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of 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:

Tameside MBC re Greater Manchester Pension Fund

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

Chase Nominees Ltd A/C TMBC1

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

14th January 2016

6. Date on which issuer notified:

18th January 2016

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

Above 4%

 

8.Notified details:

A: Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0007594764

6934446

6934446

8974578

8974578

4.04

 

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

8974578

4.04

 

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


Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

 

13. Additional information:

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

14. Contact name:

Michael Ashworth

15. Contact telephone number:

0161 301 7257
 

SIP Announcement

06 Jan
 

On 04 January 2016 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 Jan 2016

  Purchase of Shares on 04 Jan 2016 £2.37 per share Allotment of Matching Shares 04 Jan 2016 £2.37 per share Total number of Partnership, Matching and Dividend shares held on 04 Jan 2016
Gary Young 52 52 18,325
Philip Williams 52 52 12,018
Alan Hearne 52 52 14,688
 

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

04 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 2015 To: 31 December 2015
Balance of unallotted securities under scheme(s) from previous return: 1,071,730
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): 222,076
Equals:  Balance under scheme(s) not yet issued/allotted at end of period: 849,654
   
Name of contact: Nicholas Rowe
Telephone number of contact: 01235 438016