Barclays Regulatory News (BARC)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE

Rule 8.3 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Full name of discloser:

Barclays PLC.

(b)

Owner or controller of interest and short

positions disclosed, if different from 1(a):

(c)

Name of offeror/offeree in relation to whose

RPS GROUP PLC

relevant securities this form relates:

(d)

If an exempt fund manager connected with an

offeror/offeree, state this and specify identity of

offeror/offeree:

(e)

Date position held/dealing undertaken:

11 Aug 2022

(f)

In addition to the company in 1(c) above, is the discloser making

NO

disclosures in respect of any other party to the offer?

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing(if any)

Class of relevant security:

3p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

1,559,218

0.56%

311,756

0.11%

(2)

Cash-settled derivatives:

and/or controlled:

1,294,782

0.47%

1,297,491

0.47%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

2,854,000

1.03%

1,609,247

0.58%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

3p ordinary

Purchase

2,251

2.0550 GBP

3p ordinary

Purchase

7,047

2.0501 GBP

3p ordinary

Purchase

22,667

2.0500 GBP

3p ordinary

Purchase

30,816

2.0548 GBP

3p ordinary

Purchase

126,000

2.0510 GBP

3p ordinary

Purchase

500,000

2.0490 GBP

3p ordinary

Sale

22,985

2.0500 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

3p ordinary

SWAP

Long

1,554

2.0499 GBP

3p ordinary

SWAP

Short

151

2.0601 GBP

3p ordinary

SWAP

Short

462

2.0500 GBP

3p ordinary

SWAP

Short

1,134

2.0550 GBP

3p ordinary

SWAP

Short

1,891

2.0529 GBP

3p ordinary

SWAP

Short

7,047

2.0501 GBP

3p ordinary

SWAP

Short

15,087

2.0553 GBP

3p ordinary

SWAP

Short

15,578

2.0543 GBP

3p ordinary

SWAP

Short

126,000

2.0510 GBP

3p ordinary

SWAP

Short

500,000

2.0490 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

12 Aug 2022

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213