Acquisition of Clear

RPS Group plc

("RPS" or "the Group")

Further development of European business with the acquisition of a prominent UK wastewater consultancy

RPS announces the acquisition of Clear Environmental Consultants Ltd ("Clear"), a UK based consultancy providing services primarily to the water industry, for a maximum consideration of £8.34 million.

Founded in 2003, Clear has offices in Derby, Sheffield and Glasgow in the UK. The company, which employs about 90 permanent staff, as well as utilising part time specialist associates, works primarily on projects for the UK water industry. Its services include: urban pollution management, sewerage and river modelling and ecology. The RPS Board sees good opportunities in these markets during the next phase of the development of the UK water industry, when dealing with wastewater will be a priority. Opportunities should also emerge to utilise Clear's high quality technical skills in other parts of the Group's European business.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 January 2014, Clear had revenues of £5.61 million and profit before tax of £1.83 million, after adjustment for non-recurring items. Net assets at 31 January 2014 were £2.23 million, including £1.92 million of cash. Gross assets at 31 January 2014 were £3.09 million.

RPS is acquiring the entire share capital of Clear for a maximum total consideration of £8.34 million, all payable in cash. Consideration paid at completion was £6.84 million. Subject to certain operational conditions being met, the balance which is a maximum of £1.50 million, will be paid no later than 31 May 2017.

Alan Hearne, Chief Executive of RPS, commented.

"Clear has an excellent reputation and track record. Its skills will assist RPS penetrate further the growing wastewater market in the UK, as well as providing us with opportunities to offer a broader range of services to other clients."

10 April 2014

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.