Interim Results

RPS GROUP PLC

("RPS" or "the Group")

Interim Results for the six months ended 30 June 2013

PBTA slightly ahead. Financial position remains strong. Interim dividend increased 15% for 20th consecutive year. Acquisition pipeline encouraging. On track for full year.

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.

(2)  Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs

and the related tax.

(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

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

"RPS has delivered a creditable result for the first half of 2013. Once again our conversion of profit into cash has been strong. We have increased the Interim dividend by 15% for the 20th consecutive year.

With our flexible and robust business model, the Board believes RPS is likely to deliver growth for the full year. Our acquisition pipeline also gives us further cause for optimism."

1 August 2013

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia Asia Pacific ("AAP") 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.

Results

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £30.2 million (2012: £30.0 million). Basic earnings per share (before amortisation and transaction related costs) were 9.81 pence (2012: 9.80 pence). The contribution of the 2 segments was:

* as defined in note 3, stated before reorganisation costs of £1.1m (2012: £0.4m)

Group central costs were £3.4 million, a reduction of 13% over the same period last year. Finance charges remained constant at £1.0 million.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £15.4 million in the period, net bank borrowings at 30 June were £20.7 million (30 June 2012: £20.5 million). Following the period end we funded the initial consideration of £2.6 million related to the acquisition of Asia Pacific ASA Pty Ltd ("APASA").

We have in place a £125 million facility with Lloyds Banking Group until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required.

The Board remains confident about the Group's financial strength and has, for the 20th consecutive year, increased the interim dividend by about 15% to 3.52 pence per share (2012: 3.06 pence) payable on 17 October 2013 to shareholders on the register on 20 September 2013.

Acquisitions

On 16 January 2013 we announced the acquisition of PEICE, a Canadian based training business in the oil and gas sector, for a maximum consideration of £7.4 million. We have made good progress integrating PEICE with our existing training activities in the energy market.

On 19 April 2013 we announced the acquisition of Knowledge Reservoir Inc ("KR"), a reservoir engineering and geosciences consulting firm headquartered in Houston, for a maximum consideration of £12.0 million net of cash inherited. The US element of the business has traded well and we are close to finalising the reorganisation of the KR businesses in London, Oman and Kuala Lumpur.

On 18 July 2013 we announced the acquisition of APASA for a maximum consideration of £5.2 million. This is the sister company of ASA, the international oceanographic consultancy business we brought into the Group in 2011. Our international oceanographic capability has grown steadily in recent years, serving a market which remains buoyant.

Our acquisition pipeline is encouraging at the moment and we anticipate extending the Group's capabilities further in the next few months.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas exploration and production industry from bases in the UK, USA, Canada and AAP. These act as regional centres for projects undertaken in many other countries.

The first half delivered good growth, once again with a strong margin.

* as defined in note 3, stated before reorganisation costs of £0.1m (2012: £nil)

Planned expenditure in the oil and gas exploration and production sector for 2013 is encouraging, in respect of both conventional and unconventional resources. Given the uncertain global economic backdrop, some clients have been understandably cautious about starting new projects, but our international presence and reputation has enabled us to benefit from the investment which has been committed in many parts of the world.

Our EAME business performed particularly well, with the US producing a solid performance, after strong growth in 2012. Our profile in the financial services sector continued to enable us to benefit from valuation and transaction related activity.

Client spend in the AAP region slowed significantly in the early months of the year, as a number dealt with both demand and cost pressures. More recently it seems to have improved. We also experienced a slow down in Canada as major potash projects moved into a phase of the development cycle in which we have less involvement. New opportunities in this sector are, however, now emerging.

Overall, this business remains on track to deliver a strong performance this year.

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. In recent years we have developed extensive experience in respect of the infrastructure projects necessary to bring energy resources, both conventional and renewable, to market.

Australia Asia Pacific

In BNE Australia Asia Pacific ("BNEA") we remain well positioned in both the traditional infrastructure and development markets, as well as the more recently developed energy infrastructure market. Our successful move into the offshore gas and coal seam gas/LNG market enabled this business to double in size in recent years, despite the global financial crisis.

In the second half of last year a number of natural resources projects, particularly mining and offshore gas, were delayed, whilst our clients reviewed product demand, production costs and operating efficiencies. Further delays in significant projects have been announced by our clients in the first half of this year. As a result the BNEA results for the first half of the year were significantly below the same period last year.

* as defined in note 3, stated before reorganisation costs of £0.8m (2012: £0.1m)

In other sectors our clients have had to deal with the economic uncertainty resulting from the resources slowdown, as well as political volatility in the run up to the Federal election. Many have remained reasonably positive and continued to invest, but it seems clear the Australian economy is now on a lower growth trajectory.

In response to these difficult trading conditions we continue to reduce capacity and costs. These reductions have made us more efficient and competitive and should result in a better performance in the second half, provided the market does not deteriorate further.

Once recovery in resources investment gets underway, it will offer an opportunity for us to create a further period of growth. In the meantime the weakening Australian currency and lower interest rates should help deliver a rebalancing of the economy. We should benefit from this in terms of trading, although the weak dollar will adversely affect our results on consolidation. Exposure to the expected long term growth in the AAP region remains an important part of Group strategy.

Europe

Our BNE business in Europe ("BNEE") performed well, even though economic uncertainty continued to hold back some of our clients' investment. Fee and profit growth was affected by the exceptionally good performance we experienced in our UK water activities in the first half of 2012, which could not be replicated this year. The improved efficiencies resulting from actions taken previously gave rise to an increased margin, despite continuing fee rate pressure.

* as defined in note 3, stated before reorganisation costs of £0.3m (2012 £0.3m)

Our strong position in the energy infrastructure market (conventional, nuclear and renewable) enabled us to win work at rates which reflect our market leading position. Some of our UK commercial development clients, particularly in the house building sector, seemed more confident than in recent years. The investment we made in relocating and expanding our laboratories in the Netherlands in 2012 is proving worthwhile, more than compensating for continuing weakness in the Dutch property development sector. Our health, safety and risk management businesses are well positioned and continued to perform well.

We still expect BNEE to deliver a 2013 result broadly the same as in 2012, although there may now be some modest upside opportunity.

Group Prospects

Our flexible and robust business model has demonstrated in recent years it is capable of producing good results in challenging circumstances. The Board remains of the view that RPS is likely to meet market expectations in 2013 and continue to deliver strong cash flow. Our acquisition pipeline also gives us cause for optimism.

RPS Group plc

1 August 2013

*may be reclassified subsequently to profit or loss in accordance with IFRS.

Condensed consolidated balance sheet

Condensed consolidated statement of changes in equity

An analysis of other reserves is provided in Note 10.

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2013 comprise the Company and its subsidiaries (together referred to as the "Group").

IFRS 13 - Fair Value measurement is applicable to the Group for the first time in this period. In addition, a variety of amendments to IFRS and annual improvements to standards have been issued and are in effect for this period. These have no material impact on the Group's reporting.

Otherwise, the condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2012 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2012 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2012 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that, despite the current uncertain economic environment, the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne G. R. Young

Chief Executive Group Finance Director

1 August 2013

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an arm's length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

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. Consultancy 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 in the fields of geo-science, 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.

"Reorganisation costs" comprises costs and income arising as a consequence of reorganisation including redundancy costs, profit or loss of disposal of plant, property and equipment, the costs of consolidating office space and rebranding costs.

Segment results for the period ended 30 June 2013:

4. Amortisation of acquired intangibles and transaction related costs

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2013. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

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

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs 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. Property, plant and equipment

During the six months ended 30 June 2013, the Group acquired assets with a cost of £4,732,000 (six months to 30 June 2012: £4,628,000), which includes £89,000 acquired through business combinations (six months to 30 June 2012: £nil). Assets with a net book value of £86,000 were disposed of during the six months ended 30 June 2013 (six months ended 30 June 2012: £171,000).

8. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2013:

Their contributions to the Group's results for the period is given below:

Had the Group acquired these entities on the first day of the period, the Group estimates revenue would have been £285,470,000 and operating profit would have been £21,843,000.

The Group has allocated provisional fair values to the net assets acquired as follows:

Provisional values are given in the table above as information about facts or circumstances that existed at the acquisition date is incomplete.

Goodwill represents the value of the accumulated workforce and synergies with RPS associated with these acquisitions.

The total fair value of receivables acquired was £3,390,000. The gross contractual receivables acquired were £3,431,000 and £41,000 was estimated to be irrecoverable.

The vendors of the acquired companies have entered into indemnity arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £3,390,000. As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

Deferred consideration is payable on the first and second anniversaries of the acquisitions of PEICE and KR, dependent on key vendors remaining employed. If they leave, the deferred consideration will be paid on the tenth anniversary of completion including a market rate of interest.

The Group incurred acquisition-related costs of £314,000 (6 months to 30 June 2012: £nil), which have been expensed through the consolidated income statement and included within "amortisation of acquired intangibles and transaction related costs".

A reconciliation of the goodwill movement in 2013 in respect of acquisitions completed in 2012 and 2013 is given below.

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

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 vendor's continued employment with the Group and so are required to be recognised as employment costs over the deferred consideration period. The Group considers it probable that the remaining deferred consideration payments will be settled.

The total cash commitments at 30 June 2013 in respect of contingent deferred consideration treated as remuneration 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 balance sheet at 30 June 2013 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £3,549,000 (31 December 2012: £4,157,000).

9. Share capital

10. Other reserves

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

An interim dividend in respect of the six months ended 30 June 2013 of 3.52 pence per share, amounting to a total dividend of £7,723,000 was approved by the Directors of RPS Group Plc on 30 July 2013. These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed 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 bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2013.

The cash balance includes £1,624,000 (31 December 2012: £3,566,000) that is restricted in its use.

13. Events after the balance sheet date

On 18th July 2013 RPS completed the acquisition of the entire issued share capital of Asia-Pacific ASA Pty Ltd, an oceanographic consultancy firm based in Australia for a maximum consideration of A$8.7 million (£5.2 million) all payable in cash.

Consideration paid at completion was A$4.4 million (£2.6 million). Subject to certain operational conditions being met, further sums of A$1.7 million (£1.1 million), A$1.7 million (£1.1 million) and A$0.9 million (£0.5 million), will be paid on the first, second and third anniversaries of the transaction.

Due to the proximity of the acquisition date to the date of approval of this announcement, it is impracticable to provide further information.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2012 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on pages 8 and 9 of the 2012 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

- Economic environment

- Material adverse events

- Recruitment and retention of key personnel

- Market position and reputation

- Compliance and litigation

- Business acquisitions

- Funding

- Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2012 Report and Accounts.

16. Forward-looking statements

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. Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2013. 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 £61.0 to £64.5 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Finance Conduct Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Finance Conduct Authority.

Deloitte LLP

Chartered Accountants and Statutory Auditor

Reading, United Kingdom

1 August 2013