Acquisition and Trading Update

RPS Group plc

("RPS" or "the Group")

Further acquisition in Norway creating market leading position in project management sector.

Trading update.

Acquisition

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

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

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

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

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

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

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

Trading Update

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

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

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

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

30 April 2015

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

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

Annex 1

Segment results for the year ended 31 December 2014 as restated

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

Reclassifications for the year ended 31 December 2014

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

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

Reclassifications for the half year ended 30 June 2014