Acquisitions

RPS Group plc

("RPS" or "the Group")

Further development of the Group's BNE North America and AAP businesses with two acquisitions.

BNE: North America

RPS has completed the acquisition of Iris Environmental, ("Iris"), a Californian based consultancy providing environmental services in the US market, for a maximum consideration of US$13.5 million (£8.8 million).

Founded in 1999, Iris has its headquarters in Oakland (San Francisco), with a further office in Irvine (Los Angeles). The company employs about 35 staff. It undertakes projects associated with managing environmental risk primarily for private sector clients in California, particularly technology companies in Silicon Valley.

All vendors are employees of Iris and are remaining with RPS.

In the year to 31 December 2014, Iris had revenues of US$10.1 million (£6.6 million) and profit before tax of US$2.3 million (£1.5 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$2.5 million (£1.6 million).

RPS has acquired the entire share capital of Iris for a maximum total consideration of US$13.5 million (£8.8 million), all payable in cash. Consideration paid to the vendors at completion was US$8.1 million (£5.3 million). Subject to certain operational conditions being met, two further sums of US$2.7 million (£1.8 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

AAP

RPS has also completed the acquisition of Everything Infrastructure Group Pty Ltd ("EIG"), for a maximum consideration of A$32.4 million (£15.2 million). Founded in 2006, EIG is headquartered in Sydney, with offices in Melbourne and Brisbane. Its 60 staff provide strategic advice in respect of infrastructure development, delivery and management. They have extensive experience in all the major sectors of investment, including roads, heavy and light rail, power and water. EIG enhances the project management capability the Group has developed in Australia in recent years, most recently with the acquisition of Point in 2014.

All vendors are employed by EIG and are remaining with RPS.

In the year ended 30 June 2015 EIG had revenue of A$29.8 million (£14.0 million) and profit before tax of A$5.8 million (£2.7 million), after adjustment for non-recurring items. Net assets at 30 June 2015 were A$1.2 million (£0.6 million).

RPS has acquired the entire share capital of EIG for a maximum total consideration of A$32.4 million (£15.2 million), all payable in cash. Consideration paid to the vendors at completion was A$19.4 million (£9.1 million). Subject to certain operational conditions being met two further sums of A$6.5 million (£3.0 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

"The acquisition of Iris and EIG further develops Group activities in markets with good prospects both in the immediate future and longer term. Iris extends our capability in the US environmental risk/due diligence market which was established with the acquisition of GaiaTech, in 2014. EIG further develops our penetration of the infrastructure market in Australia and supports our diversification away from the resources sector in that country.

"As we are close to the year end we do not expect a material contribution from either business in 2015. However, they should make a good contribution in 2016, diluting further the continuing effect of the downturn in the oil and gas sector on our Energy business."

30 October 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.

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.