MASON RICHARDS PARTNERSHIP

Established over 30 years ago as a partnership, MRP provides a broad range of services to the development industry, including town planning, urban design, architecture, landscape architecture, transport engineering and project management. It has a core staff of approximately 275 based in offices in Wolverhampton, Birmingham and Bristol. MRP acts on behalf of a large number of blue chip clients in the housing, health, education, leisure and retail sectors. MRP will be integrated with the Planning... , Transport and Environment Division of RPS, with the design component forming a new sub-division, which will include other elements of the Division’s existing design capabilities. Recent MRP projects include a major regeneration scheme for the South West Regional Development Authority and Castlemore Securities at Temple Quay, Bristol; a strategic extension of the urban area of Gloucester for Crest Nicholson; a pumping station project for South West Water in Torbay; the development of designs for sustainable housing for a number of house builders and housing associations; the creation of an urban village on the former Jaguar Daimler Engine plant at Coventry and a range of developments for ASDA/Wal-Mart. In the year ended 31 December 2003 MRP had turnover of £16.9 million and partnership profits of £5.4 million. Employment contracts have been agreed with 11 of the 13 former MRP partners for their employment with RPS; the other two former partners retired at completion. Adjusting the partnership profits by the total employment costs for the partners joining RPS gives rise to a pro forma profit before tax for the year ended 31 December 2003 in the order of £4.0 million. The maximum total consideration payable for the business and certain assets of MRP is £25.2 million, on a debt free/cash free basis. At completion the vendors received £13.2 million in cash and 2.3 million new RPS shares priced at 114.15 pence and valued at £2.6 million. Assuming certain operational conditions are met, a further £2.3 million in cash will be payable at the first anniversary of the transaction, £3.3 million in cash will be payable on the second anniversary of the transaction and a final tranche of £3.8 million of cash will be payable upon the third anniversary of the transaction.More