Final Results

RPS GROUP PLC

("RPS" or "the Group")

Results for the Year Ended 31 December 2012

Record year with PBTA up 18%. Year end net debt at 8 year low. Dividend increased 15% for 19th consecutive year.

Summary of Results

Highlights

·; Diversity of activity and geography enabled the Group to produce results at the top end of market expectations;

·; all 3 reported segments increased profit contribution and margin;

·; balance sheet remains strong with year end net bank borrowings at £13.5m (2011: £23.5m) having invested £24.2m in acquisitions during 2012;

·; bank facilities of £125m available until July 2016;

·; proposed full year dividend increased by 15%; 19th consecutive annual increase of this scale.

Notes:

Brook Land, Chairman, commenting on the results, said:

"The Group delivered a record performance in 2012 and remains in a strong position operationally and financially. Our strategy has proved successful over an extended period. 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period we have delivered strong growth. The Board is confident that, as economic conditions improve, the Group's strategy will enable us to produce another period of sustained growth".

28 February 2013

RPS is an international consultancy providing independent advice upon: the exploration and production of oil and gas and other natural resources, and the development and management of the built and natural environment. We have offices in the UK, Ireland, the Netherlands, the United States, Canada, Brazil, the Middle East 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 FTSE4Good 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. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed. The Board considers market expectations for 2013 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £62.9 to £66.2 million. Nothing in this announcement should be construed as a profit forecast.

Results

PBTA was at the top end of market expectations at £60.1 million (2011: £50.8 million). Adjusted basic earnings per share were 19.48 pence (2011: 16.68 pence). The contribution of each segment grew significantly:

*as defined in note 2.

Our Energy activities are largely conducted on a worldwide basis. In combination with our Built and Natural Environment business in Australia Asia Pacific, we now have over 70% of our underlying profit generated outside Europe. During 2012 this generally exposed us to higher growth economies and good opportunities. A significant proportion of our Built and Natural Environment activity relates to projects providing the infrastructure necessary to process and deliver energy and power resources. Consequently, we estimate that approximately 70% of our underlying profit is now earned in the global Energy and associated infrastructure markets.

Cash Flow, Funding and Dividend

The Group continued its excellent conversion of profit into cash. Adjusted operating cash flow was £76.0 million (2011: £71.1 million). Our balance sheet remains strong, with no defined benefit pension schemes or historic pension liabilities. We have bank facilities of £125 million available until July 2016. These comprise a £75 million committed facility, with an additional £50 million available as required. The cost of these facilities remains at a low level. Net bank borrowings at the year end were £13.5 million (2011: £23.5 million), after investing £24.2 million in acquisitions (2011: £27.2 million). We remain well positioned to continue to fund the Group's growth strategy.

The Board continues to be confident about the Group's financial strength and is recommending a final dividend of 3.34 pence per share payable on 24 May 2013 to shareholders on the register on 12 April 2013. If approved the total dividend for the full year would be 6.40 pence per share, an increase of 15% (2011: 5.56 pence per share). Our dividend has risen at about this rate for 19 consecutive years. It increased 75% over the 4 years of the global financial crisis, whilst our net debt has reduced substantially, to an 8 year low, after investing £120.6 million in acquisitions in the same period.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the energy sector from bases in the UK, USA, Canada, Australia and Asia. These act as regional centres for projects undertaken in many other countries. The 2012 results show the significant growth anticipated, with a strong margin:

*as defined in note 2.

As anticipated, this business continued to make good progress in the final months of the year. Our clients' investment in conventional oil and gas exploration and production was generally strong throughout the year. Our activity in the unconventionals market remained buoyant internationally, with a shift from shale gas to liquids in the USA. We experienced an encouraging uplift in activity in most parts of the world and continued to see a particularly strong performance in the US. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa was subdued throughout 2012, although opportunities elsewhere in Africa and parts of the Middle East continued to improve.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market in respect of transactions and asset valuations continued to grow. The acquisition of PEICE, announced on 16 January 2013, accelerates the development of our training business, particularly in Canada.

Good margins have been maintained. With global E&P capital expenditure forecast to grow in 2013, it seems likely that the positive trends in this business will continue.

Built and Natural Environment (BNE)

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the year improved, as did the margin:

*as defined in note 2.

BNE: Europe

Our BNE business in Europe increased its contribution compared with the same period last year, despite markets remaining uncertain. In this business we provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although a number of significant projects for UK water clients came to an end around the middle of the year. Both our Irish and Dutch businesses also performed well despite being exposed directly to the economic uncertainty of the eurozone. We concluded the sale of our Irish facilities management business in March. This accounts for most of the year on year reduction in fee income.

Many of our traditional commercial development clients became more cautious about investing in new capital projects during the second half. We have, therefore, been even more selective about the market sectors in which we invest and have, in particular, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations and waste to energy plants. Investment potential is greater in this market; recent UK Government statements about energy production from gas were encouraging.

It currently seems that market conditions are unlikely to improve in 2013, so we continue to focus upon efficiency improvements to maintain our performance.

*as defined in note 2.

BNE: Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in 2011. In the first part of the year we continued to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, in Queensland and the conventional gas projects offshore Western Australia. These provide the opportunity for us to deliver a wide range of services to clients.

There was, however, a change in client sentiment in the second half of the year in these markets. This resulted from a combination of lower levels of Asian demand for certain natural resources, heightened concerns over escalating project costs and a trimming of growth in the Australian economy. We are taking steps to improve the efficiency of this business, enabling us to remain well positioned in sectors which may increase activity again during 2013 and which have excellent medium and long term prospects.

Outside the natural resources sector the Australian economy remained under pressure, as global economic concerns reduced consumer and business confidence. As a result, conditions in the commercial development market remained subdued. The acquisition of Manidis Roberts, completed in July, significantly strengthens our business in New South Wales, as well as increasing our penetration into parts of Australian public sector infrastructure market, including water, transport and power supply. The integration of this business is progressing well, although the run up to the recently called national election in September is likely to cause uncertainty in its markets.

Subject to global economic progress continuing, conditions in some of our markets should improve during the course of 2013, enabling us to benefit from our strong profile.

*as defined in note 2.

Group Strategy and Prospects

RPS remains well positioned in markets of long term importance to the global economy. Our focus on Energy and energy infrastructure markets provides the Group with an excellent underpin to its prospects. We continue to believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate is attractive and achievable. We will, therefore, continue to develop our business organically, whilst seeking further acquisition opportunities. Our balance sheet is strong and supports this strategy.

We have come through the exceptionally challenging circumstances of the last four years in a strong position. We were able to deliver good growth in 2012, which takes us above our previous high, achieved in 2008. Although the outlook in some of our markets is still uncertain, we remain on track to produce further growth in 2013, anticipating this is likely to be more marked in the second half.

RPS Group plc

28 February 2013

Consolidated balance sheet

Consolidated cash flow statement

* See Note 1

An analysis of other reserves is provided in note 7.

Notes to the results

1. Basis of preparation

The financial information attached has been extracted from the audited financial statements for the year ended 31st December 2012 and has been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

The accounting policies used are the same as set out in detail in the Report and Accounts 2011 and have been applied consistently to all periods presented in these financial statements.

Restatement

As reported in the Interim Results for the six months ended 30th June 2012 the consolidated cash flow statement for the year ended 31 December 2011 has been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities.

2. Business segments

The business segments of the Group are as follows:

Built and Natural Environment ("BNE") - consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy - the provision of integrated technical, commercial and project management support and training in the fields of geoscience, engineering and health, safety and environment, on a global basis, to the energy sector.

Central Costs - certain central costs are not allocated to the segments because either they predominantly relate to the running of the Group Head Office function or could only be allocated to the segments on an arbitrary basis. Such costs include the remuneration and support costs of the main board and the costs of the Group Finance and Marketing functions. These costs are included in the category "unallocated expenses".

"Segment profit" is defined as profit before interest, tax, amortisation of acquired intangibles and transaction related costs. "Underlying profit" is defined as segment profit before reorganisation costs. In 2011, the Group reported segment profit after amortisation of acquired intangibles and transaction related costs. In 2012 it has chosen not to do so as this measure is not reported to the Group's chief operating decision maker.

Segment results for the year ended 31 December 2012

Segment results for the year ended 31 December 2011

The table below shows revenue and fees to external customers based upon the country from which billing took place:

3. Amortisation of acquired intangibles and transaction related costs

4. Net financing costs

5. Income taxes

Analysis of the tax expense/credit in the income statement for the year:

The effective tax rate for the year on profit before tax is 35.5% (2011: 28.0%). The effective tax rate for the year on profit before tax, amortisation of acquired intangibles and transaction related costs is 29.7% (2011: 28.7%) as shown in the table below:

6. Earnings per share

The calculations of basic and diluted earnings per share were based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the related period as shown in the table below:

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, in respect of 2011, the impact of the change in Australian tax law provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above and are shown in the table below:

7. Other reserves

8. Notes to the consolidated cash flow statement

Adjusted cash generated from operations is before payment of deferred consideration

treated as remuneration.

The table below provides an analysis of net borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2012:

The cash balance at 31 December 2012 includes £3,566,000 (2011: £3,304,000) that is restricted in

its use.

9. Acquisitions

On 18 July 2012, RPS acquired 100% of the issued share capital of Manidis Roberts Pty Ltd (MR), an Australian environmental and project management consultancy.

The Group has allocated provisional fair values to the net assets of MR. Details of the carrying values of the acquired net assets, the provisional fair values assigned to them by the Group and the fair value of consideration are as follows:

Goodwill arising of £12,357,000 represents the value of the accumulated workforce and synergies with RPS associated with this acquisition. There is no tax deductible goodwill arising.

The total fair value of receivables acquired was £3,418,000. The gross contractual receivables acquired were £3,469,000 and £51,000 was estimated irrecoverable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £3,418,000. The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

The contribution of MR to the Group's results for the year was £6,027,000 revenue and £37,000 operating profit.

The Group incurred costs in respect of the acquisition of Manidis Roberts of £449,000 which have been expensed through the consolidated income statement and included within "amortisation of acquired intangibles and transaction related expenses".

The proforma Group revenue and operating profit assuming the acquisition had been completed on the first day of the year would have been £564,716,000 and £43,188,000 respectively.

A reconciliation of the goodwill movement in 2012 in respect of the acquisitions in 2011 and 2012 is given in the table below.

There were no accumulated impairment losses at the beginning or the end of the period.

Negative goodwill of £266,000 was recognised in 2012 relating to an opening balance sheet adjustment in ASA. This has not been recognised in 2011 on the basis of materiality.

10. Deferred consideration

The amount due within one year as at 31 December 2012 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £4,157,000 (31 December 2011: £5,697,000).

11. Commitments and contingencies

The Group completed a number of acquisitions between 1 January 2010 and 31 December 2011 where deferred consideration payments to vendors are contingent on the vendors' continued employment with the Group and so are recognised as employment costs over the deferred consideration period. The Group consider it probable that the remaining deferred consideration payments will be paid.

The total cash commitments in respect of contingent deferred consideration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant, are disclosed in the table below:

The cash commitment due in 2013 includes contingent deferred consideration remuneration expense accrued, but not paid, totalling £4,157,000 as referred to in note 10.

12. Post balance sheet events

In January 2013 RPS completed the acquisition of the entire issued share capital of Petroleum Institute for Continuing Education Inc. ("PEICE"), a Canadian based business providing geoscience and engineering training to the oil and gas industry, for a maximum consideration of C$11.7 million (equivalent to approximately £7.4 million) all payable in cash.

Consideration paid at completion was C$5.7m (£3.6m). Subject to further operational conditions being met, two further sums of C$3.0m (£1.9m) will be paid on the first and second anniversaries of the transaction.

Due to the proximity of the acquisition date to the date of approval of the Report and Accounts, it is impracticable to provide further information.

13.

The financial information set out above does not constitute the company's full statutory accounts for

the year ended 31 December 2012 for the purposes of section 435 of the Companies Act 2006, but it is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. Statutory accounts for 2011 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor's report did not contain statements under the Companies Act 2006, s498 (2) or (3).

14.

This announcement has been posted on the Company's website at www.rpsgroup.com. It is expected that the annual report and accounts will be posted to shareholders on or before 27 March 2013 and a copy will be posted on the Company's website at that time. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, Centurion Court, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH.

15.

The Group has a well-established and embedded system of internal control and risk management that is designed to safeguard shareholders' investment as well as the Group's personnel, assets and reputation. The principal risks and uncertainties for the Group are described in the Group's Report and Accounts. These risks include the continuing uncertainty in global economic outlook which inevitably increases the risks to which the Group is exposed, a material adverse occurrence preventing the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions, failure to replace bank facilities and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2012

The Directors confirm that to the best of their knowledge:

- the financial statements, prepared in accordance with the International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

- the 'Business Review' includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, and that the 'Risk Management' report includes a description of the principal risks and uncertainties that the Group faces.