Acquisition & Trading Update

RNS Number:0130T
RPS Group PLC
09 December 2003


                                 RPS GROUP PLC
                             ("RPS" or "the Group")

 Further Acquisition in Planning, Transport and Environment Division and Group
                                 Trading Update


RPS, Europe's leading environmental consultancy, announces the acquisition of
Woods Warren Ltd ("Woods Warren")

RPS's strategy is to develop the Group geographically and by product offering,
both organically and by acquisition.  RPS benefits from having the financial and
management resources to make a series of "bolt on" acquisitions each year, in
the highly fragmented sector in which it operates.  The acquisition announced
today further strengthens the Group's Planning, Transport & Environment
division.    This division provides advice to the public and private sector
about how best to secure permission to construct and operate all forms of
development. Such advice often involves providing solutions to complex problems
associated with transport and other infrastructure provision.  RPS is by far the
largest participant in this market in the UK, which continues to have excellent
prospects.


WOODS WARREN

Woods Warren, a prominent  provider of advice to the development industry about
its infrastructure requirements, was established in 1990 by two of the current
directors,  Andrew Warren and Keith Mason.  The business now has 49 permanent
staff based at its  principal office in Milton Keynes and other offices in
London and Manchester.   All four current directors will remain with RPS
following the transaction.

Woods Warren works for a range of blue chip clients in both the public and
private sector and has a reputation for providing high quality commercial advice
to the development industry on an array of complex development projects
involving infrastructure issues.


WOODS WARREN RESULTS

In the year ended 30 September 2003 Woods Warren achieved profit before tax of
#466,670 on turnover of #2.98 million.  Net assets at that date were #820,406


CONSIDERATION

The  maximum consideration payable amounts to #2,900,000.  The consideration
paid at completion was #1,846,000, of which #1,556,000 was settled in cash and
#290,000 by the issue of 185,987 new RPS shares at a price of 156 pence.
Deferred consideration of #568,000 is payable on the first anniversary of
completion (8 December 2004) of which #23,160 will be settled in interest
bearing loan notes and the balance in cash.  Further deferred consideration of
#426,000 is payable on the second anniversary of completion (8 December 2005) of
which #17,370 will be settled in interest bearing loan notes and the balance in
cash.  A final payment of #60,000 in cash will be made 30 months after
completion (8 June 2006).  Redemption of the loan notes and the deferred payment
of cash are dependent on certain contractual obligations being met by the
vendors.


GROUP TRADING UPDATE

The Group has continued to trade satisfactorily in the second half of 2003.  The
Board is  confident of meeting market expectations for the year ending 31
December 2003 and making further progress in 2004.

Brook Land, RPS Chairman, said:

"The skills that Woods Warren bring to RPS enable us to extend the range of
services we offer our clients wishing to develop land and property.   Recently
published league tables of planning consultancies confirm that our leadership of
this market in the UK has been strengthened.  The acquisition of Woods Warren
further consolidates this position.

Our ability to continue building RPS by making acquisitions of high quality,
complementary businesses, such as Woods Warren, reinforces the Board's
confidence in the strategy we are following."

                                                                 9 December 2003

ENQUIRIES:


RPS Group plc                                        Tel: [phone]
Dr Alan Hearne, Chief Executive

College Hill                                         Tel: [phone]
Matthew Smallwood


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