Acquisition of CgMs

RPS Group plc

("RPS" or "the Group")

Further development of the BNE: Europe business with the acquisition of a prominent UK Planning and Development consultancy.

RPS announces the acquisition of CgMs Holdings Limited and its subsidiary company CgMs Limited (together "CgMs"), a UK based consultancy providing planning and development services primarily to the residential, retail and commercial property development industries, for a maximum consideration of £13.0 million.

Founded in 1997, CgMs has offices in London, Cheltenham, Newark, Manchester and Edinburgh. The companies, which employ 112 permanent staff, work primarily on projects associated with achieving planning consents for the UK property industry. They provide strategic and detailed urban planning advice, as well as advising on historic buildings and heritage assets. The RPS Board sees excellent opportunities in these markets as the planning and development sector emerges from the recession.

Six of the seven vendors of the business are remaining with RPS; the other vendor will retire shortly after completion.

In the year to 30 June 2014, CgMs had revenues of £16.7 million, fee income of £11.2 million and profit before tax of £2.1 million, after adjustment for non-recurring items. Net assets at 30 June 2014 were £2.3 million. Gross assets at 30 June 2014 were £6.0 million.

RPS is acquiring the entire share capital of CgMs for a maximum total consideration of £13.0 million, all payable in cash. Consideration paid to the vendors at completion was £7.0 million. Subject to certain operational conditions being met, two further sums of £3.0 million will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented.

"CgMs has an excellent reputation and track record. Its skills will complement the services RPS currently provides to the property development sector. Following a period of integration we anticipate CgMs will make a significant contribution to our BNE: Europe business in 2015 and beyond."

11 August 2014

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