Proposed Acquisition

RPS Group plc

("RPS" or "the Group")

Proposed acquisition of Norwegian project management consultancy

RPS announces that it has entered into an agreement to acquire the entire share capital of OEC Consulting AS ("OEC") and the outstanding minority shareholdings in its three subsidiaries (taken together the "OEC Group"). The maximum consideration payable for OEC Group is NOK 300 million (£31.5 million). The transaction will close following approval being granted by the Norwegian Competition Authority which is anticipated in approximately one month.

OEC was founded in 1984 and is headquartered in Oslo. It was initially focussed on providing project management services to the growing North Sea oil and gas industry, helping to pioneer the development of the Norwegian sector. Subsequently, it has applied its project management skills and experience to other markets in Norway, particularly in relation to infrastructure. The acquisition of a majority share of Hospitalitet AS (in 2000) enabled OEC Group to enter the health service sector. The acquisition (in 2006) of a majority share of the company now known as OEC Sor AS, extended the OEC project management activities into Southern Norway. The subsequent acquisition of a majority share of OptioFM AS (in 2008) extended OEC Group's range of services into facilities management.

OEC Group employs about 100 staff and engages associates on a project specific basis. All the shareholders in OEC and the subsidiaries are employees and will be remaining with the Group when the transaction closes.

In the year ended 31 December 2012, OEC Group had revenues of NOK 255 million (£27 million) and profit before tax of NOK 32.9 million (£3.5 million). Net assets at 31 December 2012 were NOK 17.3 million (£1.83 million). Gross assets at the same time were NOK 111.1 million (£11.7 million).

RPS is acquiring the entire share capital of OEC Group for a maximum total consideration of NOK 300 million (£31.5 million), all payable in cash. Consideration to be paid to the vendors at closing is NOK 190 million (£20.0 million). Subject to certain operational conditions being met, three further sums will be paid to the vendors: NOK 50 million (£5.3 million) in May 2014 and NOK 30 million (£3.1 million) on each of the second and third anniversaries of the transaction.

The OEC Group results will be included in the Group's Energy segment.

Alan Hearne, Chief Executive of RPS, commented.

"RPS sees a significant long term opportunity to expand both its Energy and BNE businesses in Scandinavia. As we have successfully done in the past when establishing our presence in a new market, we have identified a high quality business capable of providing a platform for both organic and acquisitive growth. OEC's experience and reputation in the oil and gas, renewables and infrastructure markets will be of great value to us."

18 October 2013

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, 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.