Full Year Results for the Year ended 31 December 2007

05 March 2008

RPS Group Plc ("RPS" or "the Group") today announces record results for the year ended 31 December 2007 with profit (before tax and amortisation) up 30% and earnings per share up 26%.

2007 2006
Revenue (£m) 362.7 296.8 +22%
Fee income (£m) 305.1 246.0 +24%
Profit before taxation* (£m) 45.0 34.7 +30%
Earnings per share* (basic) (pence) 15.17 12.01 +26%
* before amortisation of acquired intangible assets of £0.5m (2006: £0.1m).

Highlights

  • all three segments of the Group performed well
  • excellent conversion of profit to cash
  • the acquisition of quality businesses has continued and the pipeline is encouraging
  • dividend raised 15% for 8th consecutive year
  • balance sheet remains strong with net borrowings at £32.6m (2006: £30.1m)
  • committed bank facilities recently increased from £70m to £100m and extended to 2013
  • accelerating concerns about global energy supply and climate change provide major opportunities for future growth
  • identified as one of Britain's top 20 employers for 2008
  • the Board remains confident about the Group's prospects.

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

"2007 was another very successful year for RPS. All parts of the Group performed well. Our strategy of supplementing good organic growth with the acquisition of quality businesses continued to be successfully implemented, while cash flow and the balance sheet were kept under firm control.

Acquisitions made in 2007 support our continued growth and further acquisitions are likely.

We are ideally positioned to assist our clients in dealing with the related problems of climate change and the need to access safe and secure sources of energy. We finished 2007 strongly and the Board anticipates that this momentum will enable RPS to deliver another good result in 2008."

5th March 2008

 

Enquiries
RPS Group plc Today: 020 7457 2020
Dr Alan Hearne, Chief Executive Thereafter: 01235 863206
Gary Young, Finance Director
College Hill
Justine Warren Tel: 020 7457 2020
Matthew Smallwood

 

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 trade in the UK, Ireland, the Netherlands, North America, South East Asia and Australia 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.

In order to assist in the reduction of greenhouse gas emissions and eventually reduce global warming the staff of RPS have set themselves the task of reducing energy consumption by 5% each year, using 2007 as the base. If successful we will halve our (per capita) energy use by 2020.

Introduction

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.

The Group seeks to ensure continuous improvement in the range and quality of our services and our financial performance by:

  • operating in markets where we can add value to our clients' activities;
  • endeavouring to achieve leadership in those markets; and
  • making acquisitions of quality businesses in order to extend our expertise and geographical presence.

The Board remains confident that this strategy will continue to offer our staff challenging and rewarding careers, whilst continuing to deliver growth and good returns for our shareholders.

 

2007 Results

Profit (before tax and amortisation of acquired intangibles) was £45.0 million (2006: £34.7 million). Basic earnings per share (before amortisation) were 15.17 pence (2006: 12.01 pence). Operating cash flow was £45.4 million (2006: £40.7 million). After funding acquisition consideration of £26.6 million, the Group had net borrowings of £32.6 million at 31 December (2006: £30.1 million).

Dividend

The Board is recommending a final dividend of 1.66 pence per share payable on 29 May 2008 to shareholders on the register on 11 April 2008. The total dividend for the full year will be 3.18 pence, an increase of 15% (2006: 2.76 pence). Our dividend has risen at this rate for a number of years, providing shareholders with a significant increase in real income.

Operations and Markets

Energy

We provide consultancy services on an international basis to the oil and gas industries from bases in the UK, USA, Canada, Australia, Malaysia and Singapore. In the UK we also provide advice to both the onshore and offshore renewables industry. The business had another outstanding year; fee income, profit and margin all grew substantially. Strong organic growth was coupled with a number of important acquisitions.

2007 2006
Fee income (£m's) 101.2 76.0 +33%
Segment profit* (£m's) 18.7 12.7 +47%
Margin 18.4% 16.7%
* before amortisation of acquired intangible assets of £155k (2006: £2k)

Demand for our services from oil and gas exploration and production companies reached record levels. This reflects both buoyant market conditions and our position as a world leader in this sector. The requirements of the developed world to identify and secure long term supplies of energy, coupled with the increasing energy needs of developing nations, suggest that activity in this market will remain at a high level for the foreseeable future. We see increasing interest from clients in the combination of the geological, engineering, environmental and safety expertise that we provide.

RPS's reputation within the financial community in respect of determination of oil and gas reserves for reporting purposes, and in support of corporate activity, developed encouragingly during the year. The oil and gas companies and their advisors value the breadth and depth of our expertise, including our environmental experience.

Our increasing profile has enabled us to develop successful recruitment and retention strategies, despite continuing demands for skilled staff in the sector. The acquisitions made during the course of 2007 enhanced our staff base, whilst also enabling us to develop materially our businesses in North America and Australia.

The geological, engineering and environmental skills we have are proving to be of significant value to developers of offshore wind farms around the UK coast. Working with the planning and environmental assessment capability we have in our Planning & Development business, our Energy staff have been involved in schemes which account for about 90% of the UK offshore wind farm capacity, including the London Array, the world's largest offshore scheme. The UK Government recently announced further major expansion in offshore wind capacity; this should also benefit us. JD Consulting, acquired in December 2007 and located in Texas, is currently advising upon a proposal for one of the world's largest onshore wind farms.

Planning and Development

Within this business we provide consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and highway design and environmental assessment. We remain leaders in this market in the UK, Ireland and Western Australia, operating for blue chip clients in both the public and private sectors. These businesses all performed well in 2007 and have ambitious plans for 2008; in part these are built upon the increasing requirement for all new development to be sustainable.

2007 2006
Fee income (£m's) 138.3 113.2 +22%
Segment profit* (£m's) 26.2 21.0 +25%
Margin 19.0% 18.6%
* before amortisation of acquired intangible assets of £296k (2006: £127k)

In the UK our ability to advise upon the full range of issues relevant to the development of sustainable communities and secure planning permission for large complex schemes remains attractive to clients. In consequence, we continue to work on some of the UK's largest regeneration and infrastructure projects. Our ability to handle complex sustainability issues helps us to secure this work and execute it at the high level needed to secure the permissions needed by our clients. We are also involved in both the waste and minerals sectors, in which securing planning permission has become far more complex. Our relationships with the UK's largest housebuilders remain good, as they continue to seek to add to the value of their land banks.

Our planning business is also able to assist clients in other parts of the Group secure planning permissions for capital projects, for example, in the energy and water sectors. The UK Government has recently confirmed its support for the construction of a new generation of nuclear power stations. We are already active in this market and are anticipating a significant involvement in the process of securing the permissions necessary before these new facilities can be constructed; this would provide work over a number of years.

The Irish Government continues to invest in ambitious plans for the infrastructure development made necessary by the economic growth already experienced and that anticipated. The National Development Plan 2007-2013 targets "Economic Infrastructure" as its main priority, with €54.6bn identified for expenditure on roads, public transport, water, airports and energy infrastructure. We benefit significantly from this investment. Our work in the private sector in Ireland also remains buoyant, as economic investment follows this public expenditure. We are also managing the Climate Change Awareness Campaign, the largest ever Government funded public information campaign in Ireland.

Our activities in the planning and development market in Australia continue to expand rapidly. The long term potential of this market has encouraged us to develop a plan to grow these activities substantially. We are now seeing the benefits of this and continue to expect our Australian business to grow significantly in coming years.

As climate change, energy efficiency and other environmental issues grow in importance, our competitive advantage in these markets should continue to increase.

Environmental Management

This business provides consultancy services in respect of health, safety, risk and environmental management in the UK and the Netherlands and the management of water resources in the UK. During the course of the year through the acquisition of MetOcean in Australia we extended both the range of our services and geographical reach of the business. The results in 2007 were excellent.

2007 2006
Fee income (£m's) 70.4 61.3 +15%
Segment profit* (£m's) 9.2 7.6 +22%
Margin 13.0% 12.3%
* before amortisation of acquired intangible assets of £80k (2006: nil)

Our business servicing the UK water industry had another good year. We are working on long term commissions for the majority of the water companies. RPS's specific strengths in the water industry coupled with our environmental credentials position us well to help with problems created by water shortages and legislation seeking to secure environmental improvement. The UK market in health & safety consultancy has generally remained strong, driven by increasing statutory obligations as awareness of the importance of managing these matters more carefully has heightened. The imminent introduction of the requirement for owners of certain types of commercial property to secure Energy Performance Certificates illustrates the opportunities likely to arise as a result of the need to use energy more efficiently.

In the Netherlands the recent acquisition of Kraan signals our increasing confidence in both the market and prospects for our business.

Funding

The conversion of profit into cash continued at a high level and our balance sheet remains strong. Net borrowings at the year end were £32.6 million. The Group's overall debt position benefited from the disposal of property in Ireland and the UK with resulting proceeds of £4.1 million. The profit from those disposals was offset entirely by dilapidations liabilities in respect of certain leasehold properties and a significant onerous lease provision.

Since the year end the Group has completed the acquisition of Kraan in the Netherlands. This, together with the acquisitions made in 2007, means that we have maximum cash commitments in respect of deferred consideration and outstanding loan notes related to acquisitions of £9.1 million in 2008, £9.6 million in 2009 and £3.5 million in 2010. Shares to the value of £0.2 million will be issued in 2008 to the vendors of acquired businesses.

We have recently increased our committed bank facilities from £70 million to £100 million and extended them until 2013. Our cash generation, in conjunction with these facilities and an ability to use equity in transactions, means that we are well positioned to continue our acquisition strategy. We have a number of encouraging prospects in the pipeline; these in conjunction with those made recently will assist in the maintenance of good levels of growth.

Review of Business Prospects

The excellent growth we have achieved in recent years has been recognised by the recent KPMG survey of the 500 fastest growing European companies. (1) At the same time we have recently been identified as one of the top 20 best employers in Britain. (2) This suggests we have dealt well with the challenge of recruiting and retaining the high quality staff we need to sustain our growth. As a result of our acquisition strategy we have also developed good skills in bringing together teams of high quality professionals from a range of disciplines and helping them work together. In the coming years we are likely to deploy these skills on an increasingly international basis.

(1) "Europe's Top 500 Job Creating companies "(October 2007).
(2)"Britain's Top Employers 2008", Guardian Books.

The last year has seen a dramatic increase in the profile given to the potentially severe effect of climate change and the actions necessary to contain and eventually reverse the global warming process. Balancing the way energy is secured from various sources, managing its use to limit further environmental damage whilst planning further economic growth and urban development has become a fundamental challenge of this century. It is one which RPS is extremely well positioned to advise upon and will enable us to build further momentum and provides opportunities for all our businesses. The Board believes these opportunities will more than outweigh any potential adverse consequences of possible economic turbulence.

Our continued investment in the energy sector has enabled us to internationalise our activities in a significant but measured way. Consequently, we now have strong businesses in the USA, Canada and Australia as well as substantial contracts relating to oil and gas exploration and production in many parts of the developing world, including India, Russia and China.

We have successfully begun the process of expanding our activities in Australia into planning and development and environmental management. Whilst this process is in the early stages we are confident it can be extended substantially. Australia is also a good base from which to develop our activities in Asia, where we already have offices in Malaysia and Singapore.

In a similar fashion, there are opportunities to develop the full range of our activities in both the USA and Canada. As in Europe and Australia, the planning and development and environmental management sectors in North America are highly fragmented and will provide a good long term basis for growth.

On 23 January we announced that RPS had a strong end to trading in 2007; this momentum has carried into the start of 2008. The opportunities available to us are significant and wide ranging. We have a diverse, robust and resilient business and remain confident about continuing the growth of RPS.

Board of Directors
RPS Group plc

5 March 2008

 

Consolidated income statement

Notes year ended 31
December
year ended 31
December
2007 2006
audited audited
£000's £000's
Revenue 2 362,674 296,843
Recharged expenses 2 (57,566) (50,832)
Fee income 2 305,108 246,011
Operating profit 2,3 47,975 37,482
Interest payable and similar charges 4 (3,792) (3,052)
Interest receivable 4 296 160
Profit before tax and amortisation of acquired intangibles 45,010 34,719
Amortisation of acquired intangibles (531) (129)
Profit before tax 44,479 34,590
Tax expense 5 (13,569) (10,508)
Profit for the year attributable to equity
holders of the parent
30,910 24,082
Basic earnings per share (pence) 6 14.99 11.94
Diluted earnings per share (pence) 6 14.78 11.68
Basic earnings per share before amortisation
of acquired intangibles (pence)
6 15.17 12.01
Diluted earnings per share before amortisation
of acquired intangibles (pence)
6 14.95 11.74

 

Consolidated statement of recognised income and expense

year ended 31
December
year ended 31 December
2007 2006
audited audited
£000's £000's
Exchange differences 5,787 (1,939)
Actuarial loss on defined benefit pension scheme - (88)
Tax recognised directly in equity 743 1,690
Income and (expense) recognised directly in equity 6,530 (337)
Profit for the year 30,910 24,082
Total recognised income for the year attributable to equity holders of the parent 37,440 23,745

 

Consolidated balance sheet

as at
31 December
as at
31 December
2007 2006
audited audited
Notes £000's £000's
Assets
Non-current assets
Intangible assets 210,839 176,929
Property, plant and equipment 21,706 18,344
Deferred tax assets 114 2,465
232,659 197,738
Current assets
Trade and other receivables 119,504 93,296
Cash at bank 10,884 9,964
130,388 103,260
Liabilities
Current liabilities
Borrowings 174 410
Deferred consideration 8,939 11,559
Trade and other payables 62,750 48,863
Corporation tax liabilities 3,434 4,330
Provisions 595 361
75,892 65,523
Net current assets 54,496 37,737
Non-current liabilities
Borrowings 43,340 39,683
Deferred consideration 10,453 6,895
Other creditors 1,320 330
Provisions 4,508 1,633
59,621 48,541
Net assets 227,534 186,934
Equity
Share capital 7 6,319 6,163
Share premium 7 93,225 89,836
Other reserves 8 17,516 11,107
Retained earnings 7 110,474 79,828
Total shareholders' equity 7 227,534 186,934

 

Consolidated cash flow statement

year ended 31 December year ended 31 December
audited audited
Notes 2007
£000's
2006
£000's
Cash generated from operations 9 45,393 40,663
Interest paid (3,967) (2,930)
Interest received 296 160
Income taxes paid (12,925) (10,291)
Net cash from operating activities 28,797 27,602
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (15,758) (12,184)
Deferred consideration (10,846) (10,220)
Purchase of property, plant and equipment (5,811) (4,481)
Sale of property, plant and equipment 4,239 712
Net cash used in investing activities (28,176) (26,173)
Cash flows from financing activities
Proceeds from issue of share capital 1,730 1,030
Proceeds from sale of own shares 1,293 -
Proceeds from bank borrowings 3,001 4,504
Payment of finance lease liabilities (149) (109)
Dividends paid (6,144) (5,201)
Payment of pre-acquisition dividend - (500)
Net cash used in financing activities (269) (276)
Net increase in cash and cash equivalents 352 1,153
Cash and cash equivalents at beginning of year 9,805 9,593
Effect of exchange rate fluctuations 727 (941)
Cash and cash equivalents at end of year 9 10,884 9,805
Cash and cash equivalents comprise:
Cash at bank 10,884 9,964
Bank overdraft - (159)
Cash and cash equivalents at end of year 10,884 9,805

 

Notes to the consolidated financial statements

1. Basis of preparation

The consolidated financial statements, as well as comparatives for 2006, have been prepared under International Financial Reporting Standards (IFRS) adopted by the EU. They are presented in pounds sterling, rounded to the nearest thousand.

The accounting policies used have been applied consistently to all periods presented in these financial statements. The accounting policies used are the same as set out in detail in the Report and Accounts 2006.

2. Business segments

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK, Ireland and Australia related to town and country planning, urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK, the Netherlands and Australia related to health, safety and risk management, environmental science and the management of water services.

Energy the provision of consultancy services, on an international basis, to the oil and gas and renewable energy sectors.

Segment results for the year ended 31 December 2007

Planning & Development Environmental Management Energy Eliminations Consolidated
£000's £000's £000's £000's £000's
Revenue 164,972 83,199 119,327 (4,824) 362,674
Recharged expenses (26,721) (12,754) (18,091) - (57,566)
Fee Income 138,251 70,445 101,236 (4,824) 305,108
Segment profit 26,209 9,174 18,662 - 54,045
Amortisation (296) (80) (155) - (531)
53,514
Unallocated expenses (5,539)
Operating profit 47,975

Segment results for the year ended 31 December 2006

Planning & Development Environmental Management Energy Eliminations Consolidated
£000's £000's £000's £000's £000's
Revenue 134,377 73,143 93,807 (4,484) 296,843
Recharged expenses (21,147) (11,874) (17,811) - (50,832)
Fee Income 113,230 61,269 75,996 (4,484) 246,011
Segment profit 21,026 7,550 12,729 - 41,305
Amortisation (127) - (2) - (129)
41,176
Unallocated expenses (3,694)
Operating profit 37,482

As previously reported on 28 June 2007 certain changes were made to the composition of the segments. The results for the year ended 31 December 2006 in the table above reflect those changes.

3. Operating profit

The following items have been included in arriving at operating profit during the year ended 31 December 2007 (2006: nil):

£000's
Profit on disposal of freehold property 3,135
Provision for dilapidations (2,514)
Onerous property lease provision (585)
36

4. Net financing costs

year ended
31 Dec
2007
£000's
year ended
31 Dec
2006
£000's
Interest payable and similar charges
Interest on loans, overdraft and finance leases (2,838) (2,258)
Interest imputed on deferred consideration (655) (629)
Interest payable on deferred consideration (299) (165)
(3,792) (3,052)
Interest receivable
Deposit interest receivable 296 160
Net financing costs (3,496) (2,892)

5. Income Taxes

year ended
31 Dec
2007
year ended
31 Dec
2006
£000's £000's
Current tax
UK corporation tax 7,817 6,716
Foreign tax 5,394 2,500
13,211 9,216
Deferred tax expense 358 1,292
Tax expense for the year 13,569 10,508

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 tables below:

year ended 31
Dec
year ended 31 Dec
2007 2006
£000's £000's
Profit attributable to ordinary shareholders 30,910 24,082
000's 000's
Weighted average number of ordinary shares 206,256 201,635
Dilutive shares to be issued as deferred consideration 92 1,059
Diluted effect of employee shares schemes 2,827 3,518
Diluted weighted average number of ordinary shares 209,175 206,212
Basic earning per share (pence) 14.99 11.94
Diluted earnings per share (pence) 14.78 11.68

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation were based on the weighted average number of ordinary shares outstanding during the year as shown above and the profit attributable to ordinary shareholders before the amortisation on acquired intangible assets and the tax thereon as shown in the table below:

year ended
31 Dec
2007
year ended
31 Dec
2006
£000's £000's
Profit attributable to ordinary shareholders 30,910 24,082
Amortisation of acquired intangibles 531 129
Tax on amortisation of acquired intangibles (159) -
Adjusted profit attributable to ordinary shareholders 31,282 24,211
Basic earnings before per share before amortisation (pence) 15.17 12.01
Diluted earnings per share before amortisation (pence) 14.95 11.74

7. Statement of changes in equity

Share capital Share premium Retained earnings Other reserves Total equity
£000's £000's £000's £000's £000's
At 1 January 2006 6,048 88,043 59,345 8,435 161,871
Changes in equity during 2006
Actuarial loss - - (88) - (88)
Tax recognised directly in equity - - 1,690 - 1,690
Exchange differences - - - (1,939) (1,939)
Net income recognised directly in equity - - 1,602 (1,939) (337)
Profit for the year - - 24,082 24,082
Total recognised income and expense for the year - - 25,684 (1,939) 23,745
Issue of new ordinary shares 115 1,793 - 3,151 5,059
Own shares issued - - - (642) (642)
Share based payment expense - - - 1,659 1,659
Shares to be issued - - - 443 443
Dividends - - (5,201) - (5,201)
At 31 December 2006 6,163 89,836 79,828 11,107 186,934
Changes in equity during 2007
Tax recognised directly in equity - - 743 - 743
Exchange differences - - - 5,787 5,787
Net income recognised directly in equity - - 743 5,787 6,530
Profit for the year - - 30,910 - 30,910
Total recognised income and expense for the year - - 31,653 5,787 37,440
Transfer (note 8) - - 4,053 (4,053) -
Issue of new ordinary shares 156 3,451 (1,281) 4,057 6,383
Sale of own shares - - 671 622 1,293
Share based payment expense - - 2,142 - 2,142
Tax on share based payment expense - - (448) - (448)
Expenses of issue of equity shares - (62) - - (62)
Shares to be issued - - - (4) (4)
Dividends - - (6,144) - (6,144)
At 31 December 2007 6,319 93,225 110,474 17,516 227,534

8. Other reserves

Merger reserve Employee trust shares Share scheme reserve Shares to be issued Translation reserve Total other reserves
£000's £000's £000's £000's £000's £000's
At 1 January 2006 5,738 (2,400) 2,394 3,307 (604) 8,435
Changes in equity during 2006
Exchange differences - - - - (1,939) (1,939)
Issue of new shares 4,904 - - (1,753) - 3,151
Own shares issued - (642) - - - (642)
Share based payment expense - 1,659 - - 1,659
Shares to be issued - - - 443 - 443
At 31 December 2006 10,642 (3,042) 4,053 1,997 (2,543) 11,107
Changes in equity during 2007
Exchange differences - - - - 5,787 5,787
Transfer to retained earnings - - (4,053) (4,053)
Issue of new shares 6,351 (523) - (1,771) - 4,057
Sale of own shares - 622 - - - 622
Shares to be issued - - - (4) - (4)
At 31 December 2007 16,993 (2,943) - 222 3,244 17,516

9. Notes to the consolidated cash flow statement

year ended
31 Dec
year ended 31 Dec
2007 2006
£000's £000's
Profit before tax 44,479 34,590
Adjustments for:
Interest payable and similar charges 3,792 3,052
Interest receivable (296) (160)
Depreciation 4,758 4,001
Amortisation of acquired intangibles 531 129
Share based payment expense 2,142 1,659
Profit on sale of property, plant and equipment (3,224) -
Provision for dilapidations 2,514 -
Provision for onerous lease 585 -
Increase in trade and other receivables (14,018) (7,422)
Increase in trade and other payables 4,130 4,814
Cash generated from operations 45,393 40,663

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 2007.

At 31 Dec 2006 Cash flow Foreign exchange At 31 Dec 2007
£000's £000's £000's £000's
Cash and cash equivalents 9,805 352 727 10,884
Bank loans (39,624) (3,001) (721) (43,346)
Finance lease creditor (310) 149 (7) (168)
Net borrowings (30,129) (2,500) (1) (32,630)

10. Events after the balance sheet date

On 6 February 2008, RPS Groep BV completed the acquisition of 100% of the share capital of Kraan Consulting Holding BV for a maximum total consideration of €6,475,000 (£4,798,000) payable in cash. Consideration paid at completion was €4,025,000 (£2,983,000). Subject to certain operational requirements being met, a further €1,200,000 (£889,000) will be paid on 1 March 2009 and €1,250,000 (£926,000) will be paid on 1 March 2010.

11. The financial information set out above does not constitute the company's full statutory accounts for the year ended 31 December 2007 for the purposes of section 240 of the Companies Act 1985, but it is derived from those accounts that have been audited. Statutory accounts for 2006 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 1985, S237 (2) or (3).

12. It is expected that the annual report and accounts will be posted to shareholders on or before 21 April 2008. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, Centurion Court, 85 Milton Park, Abingdon, Oxfordshire OX14 4RY.

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. Nothing in this announcement should be construed as a profit forecast.