TR-1: Notification of Major Interest in Shares - Schroders plc

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date

Exercise/Conversion period

No. of voting rights instrument refers to

Percentage of voting rights

08 June 2015

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:

Schroders plc

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

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

05.06.15.

6. Date on which issuer notified:

08.06.15.

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

Above 5%.

8.Notified details:
A: Voting rights attached to shares
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
			Direct	Direct	Indirect	Direct	Indirect
GB0007594764	Below 5%	Below 5%	12,549,336	N/A	12,424,366	N/A	5.599%

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date	Exercise/Conversion Period	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
12,424,366	5.599%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Schroder Investment Management Limited	11,031,366	4.971%
Schroder & Co. Limited	1,393,000	0.628%

Proxy Voting:
10. Name of the proxy holder:	N/A
11. Number of voting rights proxy holder will cease to hold:	N/A
12. Date on which proxy holder will cease to hold voting rights:	N/A

13. Additional information:

The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 221,912,148.

14. Contact name:

Chloe Talbot

15. Contact telephone number:

020 7658 6000

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