This statistical bulletin provides estimates of the value and numbers of mergers, acquisitions and disposals involving UK companies with values of £1.0 million or more. The information provided reflects solely the change in majority ownership (ordinary shares) and therefore only transactions which result in a change of ultimate control of the target company are included. See note 5 of the Background Notes for more detail.
The M&A estimates are analysed and produced to measure investment data for:
M&A estimates form important components of the UK Balance of Payments and the ‘Rest of the World’ sector of the National Accounts and Financial Accounts.
Global Mergers and Acquisitions (M&A) activity is often driven by the availability of credit and company profits as well as a sense of confidence in the economic outlook. The majority of large M&A deals involve some element of borrowing or leveraging. Therefore when credit conditions deteriorate, as happened following the 2007 global financial market shock that led to a slowing of global economic growth, M&A activity should be curtailed. On the other hand, the process of completing an M&A transaction also takes time and thus there may be a lag between improving economic conditions and any quarter-to-quarter increase in M&A activity.
In the text that follows, figures relating to mergers are included within acquisitions. The values of transactions involving UK companies within this publication are on a ‘current price’ basis, which are the prices as they were at the time of measurement and not adjusted for inflation.
We are constantly aiming to improve this release and its associated commentary. We would welcome any feedback you might have and would be particularly interested in knowing how you make use of these data to inform our work. Please contact us via email: firstname.lastname@example.org or telephone Ciara Williams on +44 (0)1633 456455.
The Q2 2013 estimate for the total number of domestic and cross- border merger and acquisition (M&A) transactions involving UK companies was 111, a 42% decrease on the volume recorded in Q2 2012 (191 transactions).
The number of domestic acquisitions between UK companies in Q2 2013 increased to 60 transactions, from 38 in Q1 2013, yet the value of acquisitions has decreased when compared with the previous quarter.
In Q2 2013, both the value and number of transactions in the UK by foreign companies (inward acquisitions) has increased compared with the previous quarter. However, the majority of the increase in value can be attributed to one significant transaction which took place during this period.
The value and number of transactions abroad by UK companies (outward acquisitions) in Q2 2013 are at their lowest levels since ONS first started collecting quarterly data in 1987.
The volume (30 deals) and value (£23.4 billion) of acquisitions of UK companies made by foreign companies increased in Q2 2013. This upturn in inward activity in the first half of 2013 would seem to indicate some optimism in the view that the M&A market may be recovering as investors renew their appetite for investment. This follows a long period in which companies have focused on paying off debts, improving cash flow and restructuring their balance sheets. However, evidence of the continued slowdown of inward M&A activity over the longer term can be seen from the year-on-year comparison which indicates that the number of inward acquisitions in Q2 2013 has fallen by 18 transactions (37%).
In Q2 2013 there were three inward acquisitions involving American-owned businesses with values above £100 million, upholding the view within the M&A markets, that the USA continues to be seen as a prime inward investor acquiring majority share interests of UK companies.
The findings within these official figures are supported by comments from Allen & Overy, an international legal practice. They advise that although UK M&A levels had picked up in Q2 2013, they were down on the same period of the previous year. Mergers and acquisitions activity involving UK companies during the first half of 2013 was reported to be at its lowest levels since 2009.
The continued decline of M&A activity involving UK companies during 2013 may be partially explained by an increase in the number of UK companies liquidated or entering administration. Insolvency News reported that the number of corporate liquidations in England and Wales increased by approximately 10% during the second quarter of 2013. Remedial action taken by companies when dealing with poor performing businesses may be one factor explaining the rise in domestic insolvencies during Q2 2013.
Other external sources such as The Bank of England’s Credit Conditions Survey for Q2 2013 for Q2 2013 reported more optimism and confidence about the macroeconomic environment by companies as credit availability was seen to have increased. Mergers and acquisitions activity and costs related to restructuring balance sheets were cited as being the most significant factors for pushing up credit demand. However, in line with what ONS figures are showing, the Bank observed that confidence in the financial system remains fragile and markets had become more volatile following shifting expectations around monetary policy in a number of major advanced economies. Corporate credit demand in 2013 fell the most for larger companies compared with smaller companies and is estimated to be at much lower levels than before the economic downturn began in 2008.
Tables 2 through to 7D, which contain the annual 2012 M&A estimates, are not included within this publication as the values have not been revised. These tables will be updated when the M&A estimates for Q4 2013 are produced and will be published on 4 March 2014. The latest version of these tables can be accessed via this link to the Q1 2013 Statistical Bulletin Mergers and Acquisitions involving UK companies (221.5 Kb Excel sheet) .
|Acquisitions in the UK by other UK companies¹||Acquisitions in the UK by foreign companies¹||Acquisitions abroad by UK companies¹|
|(domestic acquisitions)||(inward acquisitions)||(outward acquisitions)|
This section illustrates the value and number of acquisitions in the UK by other UK companies.
The value of domestic acquisitions in the UK fell by £0.7 billion between Q1 2013 and Q2 2013, from £2.8 billion to £2.1 billion in Q2 2013, on current price basis.
The Q2 2013 estimate for the number of domestic mergers and acquisitions involving UK companies has increased by 58% on the first quarter of 2013. There were 60 acquisitions of UK companies acquiring majority ownership of other UK companies in Q2 2013, compared with 38 in Q1 2013.
The majority of domestic transactions involved acquisitions of independently controlled companies (Table 8), valued at approximately £1.8 billion. These acquisitions represent 83% of the total number of domestic transactions reported at Q2 2013, valued at approximately £2.1 billion. This is the largest value recorded since Q2 2011, when the value for acquisitions of independently-controlled companies was reported to be approximately £2.6 billion. Acquisitions involving subsidiaries between UK company groups were valued at £0.3 billion in Q2 2013 and accounted for the remaining 17% of the total number of domestic acquisitions.
The increase in the number of domestic M&A transactions in Q2 2013 compared with Q1 2013 is consistent with a pattern that has developed over the past decade. Q2 2009 is the only instance between Q2 2002 and Q2 2012 where the number of domestic transactions in the second quarter was lower than that of the first quarter.
London Stock Exchange Plc acquired LCH.Clearnet Group Ltd.
Bridgepoint Europe (IV) Nominees Limited acquired Aztec Bidco Limited.
Since 2005, the value of domestic acquisitions has continued to display quarter-on-quarter volatility. However, there appears to have been a shift in the number of M&A transactions ‘after’ compared with ‘before’ the economic downturn. The trend in the quarterly number of domestic acquisitions was broadly flat between 2005 and 2007. Likewise the trend has been largely flat from 2009 onwards, but at a lower level of activity.
This section illustrates the value and number of acquisitions and disposals in the UK by foreign companies.
The estimate for the value of UK acquisitions made by foreign companies increased to £23.4 billion in Q2 2013, on a current price basis. This is the highest value recorded in the series since Q2 2007 when the value was reported to be £51.5 billion. The vast majority of this increase can be explained by one large publically reported share-for-share acquisition, where Glencore International Plc (Jersey) acquired Xstrata Plc of the UK.
There were 30 acquisitions of majority ownership of UK companies by foreign companies in Q2 2013, up from 19 in the previous quarter.
The value of inward disposals, made by foreign companies, also increased in Q2 2013, while the number of inward disposals remained similar to the number recorded in Q1 2013. There were five disposals valued at £0.5 billion in Q2 2013 compared with four disposals worth £89 million in the previous quarter.
Glencore International Plc of Jersey acquired Xstrata Plc of the UK
Cisco Systems Inc of the USA acquired Ubiquisys Ltd of the UK.
Ithaca Energy Inc of Canada acquired Valiant Petroleum Plc of the UK.
Cabot Holdings S.A.R.L of Luxembourg acquired Cabot Credit Management of the UK.
Distell Group Ltd of South Africa acquired Burn Stewart Distillers Ltd of the UK.
The value of inward M&A activity has continued to show quarter-on-quarter volatility, since 2005. The highest number of acquisitions of UK companies recorded before the start of the economic downturn was in Q1 2008, reporting 86 completed transactions where as the highest quarterly value was in Q2 2007 at £51.5 billion. Acquisitions in the UK by foreign companies then decreased to a low of 22 transactions in Q2 2009, valued at approximately £0.6 billion (current price basis).
Between Q2 2009 and Q3 2011, inward M&A activity involving UK companies was on a general upward trend . Although the number of transactions tended to increase quarter-on-quarter, the values were much lower compared with the quarterly values before the downturn. A general downturn trend has developed since Q3 2011 in the number of M&A transactions completed, yet the total value of these transactions has been flatter by comparison. This volatility in M&A activity is not that unusual quarter on quarter as the data relates to ‘one time only’ transactions which are reported at the time that they are declared unconditional. Thus large single transactions can generate changes in the value of M&A between quarters.
This section illustrates the value and number of acquisitions and disposals abroad by UK companies.
Transactions abroad involving UK companies have continued on a downward trend since Q3 2011. The estimates of outward acquisitions, involving majority share ownership, undertaken by UK companies fell further in Q2 2013 from a revised £1.1 billion in Q1 2013 to £0.6 billion, a fall of 47%. This is the lowest value recorded since Q1 1987 (£1.7 billion) when ONS first began to produce quarterly M&A estimates.
The number of acquisitions made by UK companies abroad in Q2 2013 fell to 12 deals (a 43% decrease on the previous quarter). The year-on-year comparison shows that the number of outward acquisitions recorded in Q2 2013 has fallen by 29 deals, when compared with Q2 2012.
The number of disposals abroad by UK companies also declined in Q2 2013, to four deals valued at £1.4 billion (current price basis), from nine transactions reported in the previous quarter. The time series for UK companies divesting their interests in foreign companies, shows that the number of outward disposals at Q2 2013 is the lowest since ONS first began collecting M&A quarterly data in Q1 1987 (31 transactions).
Aviva Plc of the UK disposed of Aseval of Spain.
Aviva Plc of the UK disposed of CIMB Aviva Assurance Berhad and CIMB Aviva Takaful Berhad of Malaysia.
Cable & Wireless Communications Plc of the UK disposed of Companhia De Telecomunicaoes De Macau S.A.R.L. of Macau.
Cable & Wireless Communications Plc of the UK disposed of Monaco & Islands Division of the Maldives.
GlaxoSmithKline Plc of the UK acquired Okairos AG of Switzerland.
British United Provident Association Ltd of the UK acquired Lux Med Diagnostyka Zoo of Poland.
The M&A activity of UK companies abroad has followed a similar trend to that of inward M&A. Between Q1 2005 and Q3 2007, before the onset of the economic downturn, the UK saw a steady increase in the level of its outward M&A activity. The total number of outward acquisitions involving UK companies during this period was shown to be 1124 transactions. This level of outward M&A at this time may have been due to the confidence by UK companies in overseas M&A markets which allowed them to readily invest in companies abroad and also the relative stability of global economic conditions.
In Q4 2007 the number of outward acquisitions fell sharply to 87 transactions. This decline of M&A outward activity continued through the quarters until the first half of 2009. From Q2 2009, M&A outward activity then seemed to recover gradually to a peak of 77 acquisitions recorded at Q3 2011. This is a similar number to the numbers recorded in 2007 and 2008. The number and value of outward acquisitions made by UK companies showed a noticeable decline from Q4 2011, possibly as a result of renewed concerns about economic conditions. The number and value of outward acquisitions by UK companies at Q2 2013 reported record low levels of M&A activity with 12 transactions completed, valued at £0.6 billion.
We are constantly aiming to improve this release and its associated commentary. We would welcome any feedback you might have and would be particularly interested in knowing how you make use of these data to inform our work. Please contact us via email: email@example.com or telephone Ciara Williams on (+44) (0)1633 4564552.
Basic quality information
Quality and Methodology Information (QMI) (300 Kb Pdf)
report can be found on the Office for National Statistics (ONS) website. The aims of the QMI report are to provide users with a greater understanding of ONS’s statistics, their quality and the methods that are used to create them.
Relevance to users
The degree to which the statistical outputs meet users’ needs.
Within ONS, the mergers and acquisitions data are considered to be essential for producing Balance of Payments and economic accounts statistics. The survey results form important components of the UK Balance of Payments and Financial Accounts and are vital in the measurement of the financial and non-financial business sector accounts.
The Cross-Borders Acquisitions and Mergers survey (M&A) data are used in the compilation of the estimates of Foreign Direct Investment (FDI). These data meet the needs of FDI by collecting data on all acquisitions which lead to a holding in excess of 10% of the issued share capital. These estimates then feed into the UK Balance of Payments and the 'Rest of the World' sector of the financial accounts in the National Accounts, for which there is an EU legal requirement. Individual transaction information is also used to estimate the counterpart in 'portfolio' investment flows for monthly Balance of Payments.
The data collected are also used in updating business structures and country of ownership codes on the Inter-Departmental Business Register (IDBR).The IDBR is a comprehensive list of UK businesses that is used by government for statistical purposes.
Elsewhere in government, examples of departments who use the data include:
HM Treasury, Economic Analysis Division, where the data are used in preparing briefing and forecasting;
Department for Business, Innovation and Skills, where direct investment data are required for ministerial briefing, parliamentary questions and in formulating trade policy;
UK Trade & Investment, where the information is used for briefing on the extent to which the UK is successful in attracting inward investment;
HM Revenue and Customs, where the data are used to help in forecasting company taxation.
Non-government users include:
Private companies which are interested in analysing country and industry data for trends by foreign firms in the UK and by UK companies abroad and also for researching corporate finance activity and for the purpose of investment banking;
UK embassies in foreign countries, who are interested in information on specific countries and companies making acquisitions, and
Private sector economists, journalists and academics who are interested in information on particular industries and particular countries for research purposes and who use the data for periodic statistical comparisons.
Feedback from users has indicated that the information received from the M&A survey has a high degree of relevance across the above user groups, meets the vast majority of user needs, and all information currently collected and published is used.
Source of data:
The information collected is based on reports in the financial press, specialist magazines, company and financial websites supplemented by special surveys to businesses to determine the form, value and timing of each transaction.
If the information is not yet in the public domain, such transactions may not be reflected in the analysis. Where full information has not yet been received on the details of the acquisition or disposal, the value of the transaction indicated in the public domain is used as an interim estimate.
The data shown in this release relate solely to mergers and acquisitions undertaken by companies: acquisitions by individuals are not included.
All values are published on a current price basis which means deal values are as they were at the time of measurement and not adjusted for inflation.
Significant Transactions tables show the reported figures for a selection of significant transactions which occurred in the quarter, where ‘significance’ is defined as the absolute value of the deal.
The figures shown are usually the ones available from the financial press or other sources in the public domain although occasionally, with the consent of the company, the value returned to the ONS is used in the tables instead of the press reported figure. If the company’s consent cannot be obtained then the deal is excluded, however, the values are included in the aggregate tables. Occasionally, therefore, a large deal may be missing (suppressed) from the lists so it is best to regard these tables as an indication of the ranking of deals rather than a completely exhaustive listing.
Press reported figures for M&A transactions often differ to some extent from those supplied by companies to ONS and it is the latter which are used in compiling statistical aggregates in tables 1-10. Included in the prices quoted in the tables of significant transactions is the total published price paid for the company excluding any assumed debt where known. Deferred payments are included in the reported price even if the payment is made in a different quarter.
Types of transaction covered
Mergers are acquisitions in which all or part of the payment is made in shares, such that the shareholders of the two companies become shareholders of a new, combined company group.
Demergers are disposals where a company group divides into two or more separate companies, in such a way that the shareholders of the restructured companies remain the same, or retain the equivalent value shareholding in one of the newly independent companies. Demergers are included in the statistics within disposals.
Acquisitions are transactions which involve one company purchasing the ordinary shares of a second company (‘target company’). A target company is usually of a smaller size than the company undertaking the purchase.
Disposal is a term used to describe the action when a company or organisation sells or liquidates an asset or business.
Cross-border acquisitions denote transactions where a company in one country acquires, either directly or indirectly, a controlling interest in a company in another country.
Direct transactions are those where a company acquires a controlling interest in another company.
Indirect transactions are those where a company uses an existing foreign subsidiary to acquire a controlling interest in a company resident in another country. The acquiring foreign intermediate company may be located in the same country in which the acquisition is being made or in a different country.
Acquisitions within the UK by other UK companies denote mergers and acquisitions involving only UK registered companies.
Where the acquired company was a subsidiary of another company the transaction is classified as a sale between company groups.
The phrase ‘acquisitions in the UK by UK companies’ refer to deals where the ultimate ownership remains in the UK. This heading does not cover the total number or value of deals where a UK company is the acquirer. When a foreign company acquires a UK company through one of its existing UK subsidiaries or a UK registered special purpose vehicle that deal is shown as part of the data under ‘acquisitions in the UK by foreign companies’.
This statistical bulletin provides details of the application of funds to effect mergers and acquisitions and the proceeds raised from disinvestments and demergers.
For indirect foreign transactions there is the added complication of considering the movements of funds either as capital injection or in the form of loans between parent companies and their foreign subsidiaries making the acquisition. Occasionally, the foreign subsidiary obtains the funds required partly or entirely outside the UK from sources such as:
Borrowing from banks and other local sources.
Share, bond and other capital or notes issued abroad.
Also, a transaction may be funded by more than one method.
Data for Q1 2013 has been revised in the light of new information, and so revisions to the data for Q1 2013 have been published in this statistical bulletin. No further revisions to data prior to Q1 2013 have been made. Therefore time series data for all quarters of 2012 and any previous historic quarterly periods remain unchanged.
Annual data tables for 2012 are produced in conjunction with the Q4 2012 data. Revisions to the 2012 quarterly and annual figures are re-calculated at Q1 2013 only. No revisions to annual data prior to 2012 have been made. Therefore time series data for previous historic annual periods remain unchanged.
Revisions to the aggregates used in M&A principally occur for the following reasons:
Completion of transactions:
On announcement of a proposed transaction an expected completion date is usually given. The publicly reported values will be allocated to the quarter of expected completion. If the transaction is ultimately completed in an earlier or later quarter, the recorded values will be reallocated to the new quarter.
Publicly reported values:
Publicly reported values are initially used to compile the aggregates. These can vary considerably from the values ultimately supplied by the respondents, frequently because the assumption of debt has been included in the publicly reported value. A nominal value is applied if no publicly reported value is available. The final values used to create the aggregates are those supplied by the respondent.
Non-completion of transactions:
On announcement of a proposed transaction the publicly reported value of the transaction is recorded. If the transaction does not subsequently take place the recorded value will be deleted.
On announcement of a proposed transaction it may appear that there will be transactions in the share capital of the companies involved and the publicly reported values will be recorded. If subsequent information contradicts this the recorded values will be amended or deleted.
On announcement of a proposed transaction it may appear that the transaction will give the purchasing company control of the purchased company, that is, a share ownership of greater than 50%. If subsequent information contradicts this the recorded values will be amended or deleted.
Revisions from respondents:
Very occasionally respondents revise the values that they have previously supplied to ONS. The revised values are those used to create the aggregates.
|Other European Countries||Albania||Andorra||Belarus|
|Bosnia and Herzegovina||Croatia||Faroe Islands|
|Macedonia, the Former Yugoslav Republic of||Moldova||Montenegro|
|Norway||Russian Federation||San Marino|
|UK Offshore Islands (Guernsey, Jersey, other Channel Islands & Isle of Man||Ukraine||Vatican City State|
|Anguilla||Antigua & Barbuda||Argentina||Aruba|
|Bolivia||Bonaire, Sint Eustatius & Saba||Brazil||British Virgin Islands|
|Dominican Republic||Ecuador||El Salvador||Falkland Islands|
|Peru||St Kitts & Nevis||Saint Lucia||Sint Maarten|
|St Vincent & the Grenadines||Suriname||Trinidad & Tobago||Turks & Caicos Islands|
|Uruguay||US Virgin Islands||USA||Venezuela|
|Palestinian Territory||Philippines||Qatar||Saudi Arabia|
|Singapore||South Korea||Sri Lanka||Syria|
|Taiwan||Tajikistan||Thailand||Timor - Leste|
|Turkmenistan||United Arab Emirates||Uzbekistan||Viet Nam|
|Australasia & Oceania|
|American Samoa||Antarctica||Australia||Bouvet Island|
|Christmas Island||Cocos (Keeling) Islands||Cook Islands||French Polynesia|
|French Southern & Antarctic Lands||Fiji||Guam||Heard Island & Macdonald Islands|
|Kiribati||Marshall Islands||Micronesia, Federated States of||Nauru|
|New Caledonia||New Zealand||Niue||Norfolk Island|
|Northern Mariana Islands||Palau||Papua New Guinea||Pitcairn|
|Samoa||Solomon Islands||South Georgia & South Sandwich Islands||Tokelau|
|Tonga||Tuvalu||US Minor Outlying Islands||Vanuatu|
|Wallis & Futuna|
|British Indian Ocean Territory||Burkina Faso||Burundi||Cameroon|
|Cape Verde||Central African Republic||Chad||Comoros|
|Congo||Democratic Republic of the Congo (Zaire)||Djibouti||Egypt|
|Ivory Coast (Cote d'Ivoire)||Kenya||Lesotho||Liberia|
|Sao Tome & Principe||Senegal||Seychelles||Sierra Leone|
|Somalia||South Africa||South Sudan||St Helena, Ascension & Tristan da Cunha|
|Value of||Value in latest revised period (Q2 2013)||Average revision||Average revision (%)||Average without regard to sign1|
|Number of||Number in latest revised period (Q2 2013)||Average revision|
Analysing average revisions between provisional and final estimates can provide an indication of reliability in an initial statistic. Provisional statistics may be based on less information than is available for final statistics as they have been processed more quickly to meet the demand of customers. By looking at these average revisions it can help us determine whether revisions are being made consistently in one direction i.e. if early estimates are consistently under or overestimating the later figures. A test is subsequently performed on these average revisions to determine if they are statistically different from zero. Revisions that are not statistically significant imply that an average revision might be non-zero simply through random effects.
|Cross-border mergers and acquisitions: Outwards|
|Statistics of sample size – latest survey conducted:|
|Reference period||Q1 2013||Q2 2013|
|Response rate (%)||96.9||88.9|
|Cross-border mergers and acquisitions: Inwards|
|Statistics of sample size – latest survey conducted:|
|Reference period||Q1 2013||Q2 2013|
|Response rate (%)||95.8||77.8|
|Domestic mergers and acquisitions (DAM)|
|Statistics of sample size – latest survey conducted:|
|Reference period||Q1 2013||Q2 2013|
|Response rate (%)||100.0||87.7|
Notes to tables and symbols used
The deal identification threshold was increased at Q1 2010 to a value of £1.0 million from a previous value of £0.1 million. As a consequence there is a discontinuity in the value and number of deals reported from Q1 2010 onwards compared with previous periods.
Symbols used in the tables are:
.. Figure suppressed to avoid disclosure of information relating to individual enterprises.
– Nil or less than half the final digit shown.
The sum of constituent items in tables may not always agree exactly with the totals shown due to rounding.
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The UK Statistics Authority has reviewed this publication in their report: “Assessment of compliance with the Code of Practice for Official Statistics”: Statistics of International Transactions, which was published on 8 December 2011. This review recommended that the Mergers and Acquisitions estimates be designated as National Statistics on 3 May 2013.
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