Acquisition

RPS Group plc

("RPS" or "the Group")

Further Development of the Group's Energy Activities with the Acquisition of Knowledge Reservoir Group Inc.

RPS announces the acquisition of Knowledge Reservoir Group Inc. ("KR") a reservoir engineering and geosciences consulting firm, for a maximum consideration of US$20.0 million (£12.8 million).

Founded in 1999, the KR business operates primarily in the US, but also undertakes projects in many other parts of the world. It is headquartered in Houston, Texas and has offices in London, Oman and Kuala Lumpur to service its international projects. KR provides reservoir engineering and geoscience consulting services, information databases and project management services to the oil and gas industry. It operates on behalf of industry majors, national oil companies and a wide range of other participants in the sector. KR has 47 full time staff and, like RPS, also utilises specialist associates to execute projects.

In the year ended 31 December 2012 KR had revenues of US$25.7 million (£16.5 million) and profit before tax of US$3.0 million (£1.9 million), after adjustment for non-recurring items. Net assets at 31 December 2012 were US$14.0 million (£9.0 million). Gross assets at 31 December 2012 were US$26.0 million (£16.7 million). Included in the assets is $17.4 million (£11.1 million) of goodwill and other intangibles related to the company's management buy out in 2009. Net debt at 31 December 2012 was US$5.9m (£3.8million).

RPS has acquired the entire share capital of KR for a maximum total consideration of US$20.0 million (£12.8 million), all payable in cash. Consideration paid at completion was US$13.0 million (£8.3 million), including the settlement of debt of $7.7 million (£4.9 million). Subject to certain operational conditions being met, two further sums of US$4 million (£2.6 million) and US$3 million (£1.9 million), will be paid on the first and second anniversaries of the transaction.

12 of the 13 vendors of the business are remaining with RPS. KR's activities will be merged with the international activities of RPS Energy. The cost of this integration will be incurred in 2013, reducing this year's contribution to Group profit. The process will be largely completed by the end of the year and so the RPS Board expects KR will make a full contribution in 2014.

Alan Hearne, Chief Executive of RPS, commented.

"We are delighted to have been able to strengthen further our reservoir engineering and geoscience capabilities, particularly in the US, with the addition of a high quality business such as KR. The technical and geographical fit between KR and our existing businesses in this specialist area is excellent and we see increasing demand across our oil and gas businesses worldwide for this type of expertise."

19 April 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.