Interim Results

RPS GROUP PLC

("RPS" or "the Group")

Interim Results for the six months ended 30 June 2014

PBTA ahead 11% on a constant currency basis. Agreement entered into for additional 7 year £50 million fixed rate loan. Interim dividend increased 15% for 21st consecutive 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) 2013 results restated at 2014 currency rates.

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

"On a constant currency basis our PBTA improved significantly. Our European business continued its steady growth. Conditions remained challenging in the Australian resources market and, during the period, some softness developed in parts of the oil and gas exploration and production sector. However, our business model again delivered robust results, with acquisitions making a significant contribution. RPS is financially strong. Following the recent agreement with Pricoa to provide additional long term debt we have ample resources to continue our growth strategy. "

31 July 2014

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, Norway, 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.

Results

Profit (before tax, amortisation of acquired intangibles and transaction related costs) was £31.4 million (2013: £30.2 million; £28.2 million on a constant currency basis). Profit before tax was £21.7m (2013: £21.0m; £19.8m on a constant currency basis). Basic earnings per share (before amortisation and transaction related costs) were 10.30 pence (2013: 9.81 pence; 9.16 pence on a constant currency basis). The strengthening of sterling caused a significant reduction in year on year profit growth. The contribution of the Group's four segments was:

(1) as defined in note 3; stated before reorganisation costs of £1.0m (2013: £1.1m)

(2) 2013 results restated at 2014 currency rates.

Group central costs were £3.4 million, (2013: £3.4 million) and finance charges were £1.7 million (2013: £1.0 million).

Funding and Dividend

Our balance sheet remains strong. We funded acquisition investment of £38.8 million in the period, including £20.2 million in respect of GaiaTech (announced on 20 May). Net bank borrowings at 30 June were £63.8 million (31 December 2013: £32.4 million). We have in place until 2016 a £125 million facility with Lloyds Bank Plc and have recently secured a US$150 million US private placement shelf facility with Pricoa. Initial notes with an aggregate value of £50 million, seven year term and 4% fixed coupon will be issued in September. Cash conversion was a little below the normal run rate as some major clients managed payment around their own half year. We expect the full year outcome to be at the normal level.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 4.05 pence per share (2013: 3.52 pence) payable on 16 October 2014 to shareholders on the register on 19 September 2014.

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 and Canada. These act as regional centres for projects undertaken in many other countries. The business delivered good growth in the first half.

(1) as defined in note 3, stated before reorganisation costs of £nil (2013: £0.1m)

(2) 2013 results restated at 2014 currency rates.

We continued to benefit from our prominent position in the oil and gas sector in many parts of the world, as well as increasing demand for our advice from the financial services sector. The acquisitions made in 2013 are integrating well and will contribute to the delivery of another year of good growth for this business.

During the second quarter some of our clients began to manage expenditure more tightly and political instability in parts of the Middle East has slowed investment. The Canadian potash market, which turned down in the middle of 2013, remains subdued and has impacted the year on year performance.

With long term demand for energy resources set to grow significantly, the current softness in some markets should be relatively short lived. During this period our robust business model and strong market presence should ensure continued high performance.

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.

Europe

(1) as defined in note 3, stated before reorganisation costs of £0.1m (2013: £0.3m)

(2) 2013 results restated at 2014 currency rates

Our BNE business in Europe performed well in the first half of the year. Those activities which assist clients develop new capital projects, particularly our planning and development business, continued to benefit both from improving market conditions and client confidence. Those exposed to operational environments, such as providing environment management advice, continue to need to offer an efficient, cost effective service to assist clients manage tight budgets.

The acquisition of Clear Environmental Consultants (announced on 10 April) has extended the range of our UK water activities and will assist the strategic development of this business. We have agreed terms to bring a market leading planning and development business into the Group . This will support a growing part of the business, with excellent prospects. Overall, our European business remains on track to achieve growth this year.

North America

(1)as defined in note 3, stated before reorganisation costs of £nil (2013: £nil)

(2)2013 results restated at 2014 currency rates

We remain well positioned in the expanding North American energy infrastructure market. The acquisition of HMA Land Services in September 2013 gave us access to the substantial pipeline development market. Those parts of the business closest to E&P activities also experienced some of the expenditure tightening from clients seen in the Energy business during the first half. In the most buoyant part of our market, permitting and licensing of facilities, staff retention and recruitment has become exceptionally difficult and staff losses caused significant disruption.

The acquisition of GaiaTech was an important step in the development of this business, giving us access to new markets and geography. It will make an important contribution in the second half and subsequent years. Opportunities remain to expand our North American business significantly both organically and by acquisition.

AAP

This business is a combination of the former BNE: AAP and the AAP component of Energy. They were brought together in 2013 to take advantage of the opportunities in the integrated energy and energy infrastructure markets and, specifically, help counter the impact of the slowdown in the resources sector on our businesses.

(1) as defined in note 3, stated before reorganisation costs of £0.9m (2013: £0.8m)

(2)2013 results restated at 2014 currency rates

Throughout the first half our mining and energy clients in AAP remained focused on operational efficiency rather than capital expenditure on project development. As a result further projects have been delayed or cancelled. As expected, therefore, our level of activity in the first half was at a lower level than last year and we continued with the plan to reduce our cost base in order to improve efficiency.

The rebalancing of our business away from the resources sector has, however, continued positively. There has been increased optimism and investment in private and public sector urban development and infrastructure projects, particularly in and around Sydney and Melbourne. The second quarter, as a result, showed a significant improvement over the first and we currently anticipate the second half should see further improvement. In order to support this change of emphasis, we have agreed terms to acquire a consultancy with a strong public sector client base and offices in all major cities. It will make a significant contribution to the development of our business.

Group Prospects

Our flexible and robust business model has demonstrated in recent years that it is capable of generating growth in challenging circumstances. A number of acquisitions are under active consideration. The Board remains focussed on delivering a good result for the full year.

RPS Group plc

31 July 2014

*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 2014 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2013 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 2013 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2013 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

31 July 2014

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.

As noted in the March 2014 Interim Management Statement, HMA (a business acquired in August 2013) is now reported in the BNE North America Segment. Previously it was reported in the Energy Segment. Accordingly the December 2013 segmental results have been restated.

The segment results and the total segment assets table at 30 June 2013 have been restated to reflect the separate reporting of BNE North America segment and the integrated management and reporting of the Group's BNE and Energy businesses in Australia Asia Pacific as announced in October 2013.

The business segments of the Group are as follows:

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

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, oceanography, 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 North America.

Australia Asia Pacific ("AAP")- in the AAP region there is a single board that manages the BNE and Energy services we provide in that region. Accordingly, the results of this business are reported as a separate segment.

Unallocated expenses- 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.

"Segment profit" is defined as profit before interest, tax, amortisation of acquired intangibles, transaction related costs and unallocated expenses.

"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 2014:

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 2014. 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 2014 the Group acquired assets with a

cost of £5,497,000 (six months to 30 June 2013: £4,732,000), which includes £1,045,000 acquired through business combinations (six months to 30 June 2013: £89,000). Assets with a net book value of £90,000 were disposed of during the six months ended 30 June 2014 (six months ended 30 June 2013: £86,000).

8. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2014:

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 £285,469,000 and operating profit would have been £23,965,000.

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

The consideration payable in future for Clear is contingent upon renewal of a key contract. The payment made will be in the range of £nil to £1,500,000 and the fair value has been determined by estimating the likelihood of payment.

There was no tax deductable goodwill acquired.

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 £5,668,000. The gross contractual receivables acquired were £5,786,000 and £118,000 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 £5,668,000. As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

The Group incurred acquisition-related costs of £677,000 (6 months to 30 June 2013: £314,000), 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 2014 in respect of acquisitions completed in 2013 and 2014 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 remaining cash commitments at 30 June 2014 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle is £789,000 and payment will be made before the end of this year. The related estimated remuneration charge to be incurred by the year end is £263,000.

The balance sheet at 30 June 2014 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £526,000 (31 December 2013: £2,457,000).

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 2014 of 4.05 pence per share, amounting to a total dividend of £8,921,000 was approved by the Directors of RPS Group Plc on 29 July 2014. 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 2014.

The cash balance includes £7,680,000 (31 December 2013: £6,028,000) that is restricted in its use.

13. Events after the balance sheet date

On 24 July the Group agreed a US$150m private placement 3 year "shelf" facility with Prudential Investment Inc ("Pricoa"). Initial notes with a value of £30m and US$34.1m (equivalent to £20m) each with a 7 year term and fixed coupon of 3.98% and 3.84% respectively will be issued on 30 September 2014. The balance of the facility is uncommitted but is available from 24 July 2015.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2013 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 2013 Report and Accounts (available on the Group's website at www.rpsgroup.com) and are summarised as follows:

- Economic environment

- Material adverse events

- Information systems

- Recruitment and retention of key personnel

- Market position and reputation

- Litigation

- Compliance

- 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 2013 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 2014. 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 2014, 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 2014 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

31 July 2014