Acquisition

RPS Group plc

("RPS" or "the Group")

Further development of the BNE North America business with the acquisition of a leading Texas based consultancy.

RPS announces the acquisition of Klotz Associates Inc. ("KAI"), a Texas based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1million (£15.9 million).

Founded in 1985, KAI has its headquarters in Houston and offices in Austin, San Antonio, Lufkin and Fort Worth. The company, which employs 116 staff, works primarily on projects associated with transport, water and land development, primarily to public sector clients in Texas.

Seventeen of the eighteen vendors of the business, including the founder Wayne Klotz, are remaining with RPS; the other vendor has recently retired.

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million), fee income of US$19.4 million (£12.8 million) and profit before tax of US$3.6 million (£2.4 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$5.4 million (£3.6 million). Gross assets at 31 December 2014 were US$9.3 million (£6.1 million).

RPS is acquiring the entire share capital of KAI for a maximum total consideration of US$24.1 million (£15.9 million), all payable in cash. Consideration paid to the vendors at completion was US$16.9 million (£11.1 million). Subject to certain operational conditions being met, two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

Alan Hearne, Chief Executive of RPS, commented:

"Klotz Associates has an excellent reputation and track record in Texas, as well as a strong management team. Its skills will complement the services RPS currently provides in the water sector. It will also enable us to extend the range of capabilities of our business to include transport and infrastructure consulting. We anticipate Wayne Klotz and his highly experienced team will make an important contribution to our BNE North America business, which remains a priority for investment for the RPS Board."

13 February 2015

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, Norway, the United States, Canada 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.

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.