TR-1: Notification of Major Interest in Shares - F&C Management Ltd

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date ^xvii

Exercise/Conversion period ^xviii

No. of voting rights that may be acquired if the instrument is exercised/converted.

Percentage of voting rights ^{xix, xx}

13 October 2014

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

RPS GROUP PLC

2. Reason for the notification (please state Yes/No):

An acquisition or disposal of voting rights: (Yes)

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: (No)

An event changing the breakdown of voting rights: (No)

Other (please specify): (No)

3. Full name of person(s) subject to the notification obligation: ⁱⁱⁱ

F&C Management Ltd (Part of BMO Financial Group).

4. Full name of shareholder(s) (if different from 3.): ^iv

See Box 9 below.

5. Date of the transaction and date on which the threshold is crossed or reached: ^v

6 October 2014.

6. Date on which issuer notified:

7 October 2014.

7. Threshold(s) that is/are crossed or reached:

5%.

8.Notified details:
A: Voting rights attached to shares ^viii,ix
Class/type of shares if possible using the ISIN CODE	Situation previous to the triggering transaction		Resulting situation after the triggering transaction
	Number of Shares	Number of Voting Rights	Number of shares	Number of voting rights		Percentage of voting rights^x
			Direct	Direct^xi	Indirect ^xiii	Direct	Indirect
Ord shs GB0007594764	11,989,528	11,989,528	10,673,037		10,673,037		4.82%

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date ^xiii	Exercise/Conversion Period ^xiv	No. of voting rights that may be acquired if the instrument is exercised/ converted.	Percentage of voting rights

Total (A+B+C)
Number of voting rights	Percentage of voting rights
10,673,037	4.82%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: ^xxi
F&C Asset Management plc:- Client	No. of voting rights	% of total voting rights	Registration name
FL Stewardship Fund No Other client holds >3%	6,666,717	3.01%	HSBC GS Nominees Limited

Proxy Voting:
10. Name of the proxy holder:	F&C Management Ltd Part of BMO Financial Group
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights: