Acquisition

RPS Group plc

("RPS" or "the Group")

Further Development of the Group's International Oceanographic Activities with the Acquisition of Asia-Pacific ASA Pty Ltd ("APASA")

RPS announces the acquisition of APASA, an oceanographic consultancy firm, for a maximum consideration of A$8.7 million (£5.2 million).

APASA has extensive exposure to port and coastal development activities, oil and gas exploration and production projects and also assists in the management of marine emergencies, particularly oil spills. It has offices in Queensland, close to the RPS office on the Gold Coast and in Perth, Western Australia, where RPS has its Australia Asia Pacific ("AAP") headquarters.

RPS has built a strong capability in the international oceanographic market with the acquisition of MetOcean (2007, Australia), EHI (2011, US) and ASA (2011, US). ASA had, prior to its acquisition by RPS, developed a range of sophisticated software, based on its advanced oceanographic research. OILMAPTM, for example, is a world leading modelling system that provides rapid predictions of the movement of marine spills.

Since 1998 APASA has had a licence to operate all the ASA software in the AAP region and to use the same brand name. Given the close relationship between ASA and APASA we have now decided to bring APASA into the Group. RPS has, therefore, acquired the entire share capital of APASA for a maximum total consideration of A$8.7 million (£5.2 million), all payable in cash. Consideration paid at completion was A$4.4 million (£2.6 million). Subject to certain operational conditions being met, further sums of A$1.7 million (£1.1 million), A$1.7 million (£1.1 million) and A$0.9 million (£0.5 million), will be paid on the first, second and third anniversaries of the transaction.

In the year ended 30 June 2012, APASA had revenues of A$5.9 million (£3.6 million) and profit before tax of A$2.1 million (£1.3 million), after adjustment for non-recurring items. Net assets at 30 June 2012 were A$1.4 million (£0.8 million). Gross assets at 30 June 2012 were A$3.9 million (£2.3 million). Draft results for the year ended 30 June 2013 show revenue of A$8.7 million (£5.2 million) and adjusted profit before tax of A$3.0 million (£1.8 million).

All four vendors of APASA are remaining with RPS. APASA will be managed (along with our existing AAP oceanography business) by our Built and Natural Environment AAP board. Its results, therefore, will be reported as part of that segment. However, it will operate closely with our international oceanography activities and our Energy business in AAP and elsewhere.

Alan Hearne, Chief Executive of RPS, commented.

"Since the acquisition of ASA in October 2011 we have been looking for the appropriate time to bring APASA into the Group. As well as providing further support to our activities in AAP it will strengthen significantly our international presence in the oceanography market. We anticipate that its recent excellent financial performance will continue and that the costs needed to integrate it will be small.

"The Board of RPS currently anticipates that the Group is likely to complete further transactions during the course of the next few months."

18 July 2013

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