Announcement: AGM Update and Acquisition
26 April 2016
Further development of the Group's project management capability with acquisition of DBK Partners Ltd ("DBK") for £13 million.
RPS announces the acquisition of DBK. This transaction represents an important enhancement of our project management capability in the UK and adds to our international presence in this market.
In recent years RPS has developed a significant capability in both BNE: Europe and AAP to assist our clients manage complex, large scale infrastructure and property development projects. This new strand of activity now makes a significant contribution to Group fee income and profit. This has helped offset the reduction in our businesses exposed to oil and gas markets.
Founded in 2005, DBK has its headquarters in Birmingham, with other offices in London, Manchester and Bournemouth. The company is a leading project management consultancy in the UK and employs about 120 staff. It undertakes projects primarily for private sector clients in the property development industry in the UK. As part of RPS we expect it to broaden its client base.
The company was owned by 14 shareholders, including a significant external investor. All the employee shareholders are remaining with the business. The three main director shareholders have signed three year employment agreements.
In the year to 31 December 2015, DBK had revenues of £12.1 million and profit before tax of £2.0 million, after adjustment for non-recurring items. Net assets at 31 December 2015 were £0.5 million. Gross assets at 31 December 2015 were £8.1 million.
RPS has acquired the entire share capital of DBK for a maximum total consideration of £13.0 million all payable in cash. Consideration paid to the vendors at completion was £6.6 million. In addition £4.0 million of shareholder loans to the company were settled by RPS. Subject to certain operational conditions being met, two further sums of £1.2 million each will be paid to employee vendors on the first and second anniversaries of the transaction.
DBK will form part of the BNE:Europe segment and is expected to make a positive financial contribution in the current year.
The collapse in the oil price towards the end of 2015 and in the early weeks of 2016 coincided with the period when many of our clients in the oil and gas sector were finalising budgets for the current year. Subsequently, we have seen announcements of significant reductions in their expenditure plans. This materially affected the level of new commissions in both our Energy business and those parts of our other businesses exposed to the oil and gas sector in the first quarter. The oil price increase since the end of January should, if sustained, eventually be supportive to our markets, but has not yet reduced the high level of uncertainty being felt across the sector. We are, therefore, continuing to reduce our cost base, including a further 14% reduction in permanent headcount in the first quarter, on top of the 19% reduction in 2015.
Our largest business, BNE:Europe, outside Norway, is not exposed to the oil and gas sector and has continued to perform well, underpinned again by the UK planning, development, infrastructure and water markets.
Both our BNE:NAm and AAP businesses still depend, in significant part, on oil and gas clients and continue to be held back by that exposure. The repositioning of both businesses towards infrastructure, development and general environmental markets remains an effective strategy, but cannot completely protect the Group's overall position.
The Group's net bank debt at 31 March 2016 was £76.5 million (31 December 2015: £78.8 million).
The continuing uncertainty and decline in oil and gas sector activity in the first quarter had a material impact on both our Energy business and those parts of our other businesses with exposure to that sector. Assuming current levels of activity, the extensive cost savings we have made should result in an improved performance in the rest of the year, particularly the second half. However, without an improvement in market conditions, the Board currently anticipates that the full year outcome for the Group will be lower than in 2015.
The Group will be going into 2017 with a far smaller exposure to the oil and gas sector and an attractive long term opportunity in project management markets internationally.
26 April 2016
Tel: 01235 863206
|RPS Group plc|
|Dr Alan Hearne, Chief Executive||Tel: 020 7457 2020|
|Gary Young, Finance Director|
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, Norway, the United States, Canada and Australia Asia Pacific and undertake projects in many other parts of the world.
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.