Acquisition of EHI

RPS Group plc

("RPS" or "the Group")

Further Development of Energy and Environmental Activities in the Americas.

RPS announces the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based oceanographic consulting firm, for a maximum consideration of US $8.67 million (£5.5 million).

Founded in 1971, EHI operates in the US and, increasingly, other parts of the Americas, from its headquarters in Seattle and other offices in Houston, Charleston and Vicksburg. It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance. It has similar technical capabilities and experience as MetOcean Engineers Pty Ltd (MetOcean), the business RPS acquired in Australia in August 2007.

As a result of the number of severe global weather events in recent years, understanding and predicting oceanic conditions in respect of wind, waves, tides and currents is becoming increasingly valued by businesses with an interest in coastal assets, such as ports, harbours, LNG installations and offshore renewable energy facilities. Those who explore for oil and gas and transport these products along with minerals and other industrial raw materials by ship also have an increasing interest in such information. MetOcean has benefited significantly from such trends since joining RPS. We envisage EHI doing the same, particularly when deep water drilling resumes in the Gulf of Mexico.

In the year ended 31 December 2010 EHI had revenues of US$7.5 million (£4.7 million) and profit before tax of US$1.4 million (£0.9 million), after adjustment for non-recurring items. Net assets at 31 December 2010 were US$0.6 million (£0.4 million), after adjusting for assets excluded from the transaction. On the same basis, gross assets at 31 December 2010 were US$3.75 million (£2.4 million). Net debt at 31 December 2010 was US$1.5m (£1.0m).

RPS is acquiring the entire share capital of EHI for a maximum total consideration of US$8.67 million (£5.5 million), all payable in cash. Consideration paid at completion was US$4.67 million (£3.0 million). Subject to certain operational conditions being met, two further sums of US$2.0 million (£1.3 million), will be paid on the first and second anniversaries of the transaction. The five vendors of the business are directors of EHI; they, and the other 34 EHI staff, are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented.

"The acquisition of EHI supports our energy and environmental activities in the US, as well as assisting in the development of our growing business elsewhere in Central and South America. It builds on our acquisition of MetOcean in Australia and enables us to extend our services in oceanographic consulting on an international basis. We continue to make good progress with the other Energy acquisition we are negotiating."

18 February 2011

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.