Acquisition

RPS Group plc

("RPS" or "the Group")

Further development of activities in North America with the acquisition of a leading energy infrastructure consultancy

RPS announces the acquisition of HMA Land Services Limited ("HMA"), a consultancy specialising in providing services for linear infrastructure projects, for a maximum consideration of C$18.7 million (£11.8 million), including the repayment of C$6.4 million (£4.0 million) of debt.

Founded in 2001, HMA is headquartered in Calgary and operates throughout Canada with about 90 staff. The company provides consultancy and project management services to a range of clients engaged in the energy, pipeline and utilities sectors. Major linear infrastructure projects including oil and gas pipelines, power transmission lines and telecommunication lines are its primary focus. HMA projects include regional pipelines, as well as those associated with the export of Canada's conventional and unconventional oil and gas reserves.

The acquisition of HMA provides RPS with an entry into this well established and growing marketplace and forms a platform for adding environmental and other services to existing and prospective HMA clients, as RPS further develops its business in North America. Three of the four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 30 June 2013 HMA had revenues of C$14.8 million (£9.3 million) and profit before tax of C$3.3 million (£2.1 million), after adjustment for non-recurring items. Net assets at 30 June 2013 were C$4.9 million (£3.1 million). Gross assets at 30 June 2013 were C$17.7 million (£11.1 million). Net debt at 30 June 2013 was C$7.8 million (£4.9 million).

RPS is acquiring the entire share capital of HMA for a maximum total consideration of C$18.7 million (£11.8 million), all payable in cash, of which C$6.4m (£4.0m) was applied to the repayment of external debt at completion. Consideration paid to the vendors at completion was C$3.3 million (£2.1 million). Subject to certain operational conditions being met, three further sums of C$4.0 million (£2.5 million), C$3.0 million (£1.9 million) and C$2.0 million (£1.3 million) will be paid to the vendors on the first, second and third anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented.

"The acquisition of HMA marks a further step in the development of our North American business. The pipeline development market is buoyant, with long term projects that require the types of skills and experience which RPS delivers to its clients around the world.

"Other acquisition opportunities we are working on are developing positively."

16 August 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.