Acquisition of Nautilus

RPS Group plc

("RPS" or "the Group")

Extension of Energy business into technical training

RPS announces the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

Nautilus has been providing high quality geosciences training to the oil and gas industry for 12 years. During 2011 it is programmed to deliver over 300 courses worldwide from bases in the UK and US. The courses cater for a range of participants from recent graduates and technical support staff to senior employees with 30 years experience. Subject areas covered include geology, geophysics, reservoir characterisation and development, petro physics, engineering and geochemistry. In recent years Nautilus has delivered a programme of petroleum engineering classes in Houston. For some of its larger clients Nautilus develops and delivers bespoke in-house training courses.

The founder and joint owner (with his wife) of the business will be remaining with RPS after the transaction, along with all the Nautilus staff. They will work with RPS staff to extend the range of courses offered and the geographical reach of the business.

In the year ended 31 December 2010 Nautilus had revenues of £10.2 million and profit before tax of £3.1 million, after adjustment for non-recurring items. Net assets at 31 December 2010 were £1.2 million, after adjusting for assets excluded from the transaction. On the same basis, gross assets at 31 December 2010 were £6.8 million. The business has no significant debt.

RPS is acquiring the entire share capital of Nautilus for a maximum total consideration of £18.6 million, all payable in cash. Consideration paid at completion was £10.6 million. Subject to certain operational conditions being met, three further sums of £2.8 million, £2.7 million and £2.6 million will be paid on the first three anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented.

"The acquisition of Nautilus extends the capability of our Energy business into another related growth market. Technical training is required by experienced IOC's as they move E&P into increasingly complex areas and by NOC's as they take greater responsibility for the development of their own assets. We see significant opportunity for Nautilus to benefit from the extensive connections RPS has in this sector."

2 March 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.