When the Gibson family began exploring the next stage of their entrepreneurial journey, they turned to Swinburne Maddison to help guide the sale of their rapidly expanding fragrance group, Noted Aromas Ltd, SE Retail Ltd and Malton Holdings Limited.
What followed was one of the North East’s most significant private equity transactions of recent years, a £31 million management buy‑out backed by eComplete, NVM Private Equity and Metro Bank. This milestone deal not only marks a major achievement for the founders but also brings substantial investment into County Durham’s thriving consumer and manufacturing landscape.
The Road to a Transformational Deal
Noted Aromas has grown from a family‑run venture into one of the UK’s largest and fastest-growing designer‑inspired, direct‑to‑consumer fragrance brands. With manufacturing and fulfilment based at their Lanchester site in County Durham, the business has become a standout success story for the North East.
As interest in the brand increased, the Gibson family sought an adviser who could deliver clear, confident and unwavering support throughout a highly technical, multi-stakeholder-engaged transaction. They entrusted Swinburne Maddison to steer them through each stage of the process.
Our Expertise in Action
Managing a Multi‑Company Sale
The sale involved multiple companies, each requiring a full legal due diligence review. Martyn Tennant and Rebecca Logue led the overall transaction, steering the sellers through every stage of the process. This included drafting and negotiating the share sale documentation, managing the disclosure process, advising on the implications of the proposed legal structure (driven by associated tax planning requirements), and ensuring the transaction framework reflected the sellers’ objectives while supporting the buyers’ investment plan. Alex Siddle provided essential corporate support throughout the deal.
With the sale including property elements, Gillian Moir was brought into the transaction to ensure this was addressed. Sharney Randhawa handled the employment aspects of due diligence and assisted with new employment arrangements for individuals remaining within the business post‑sale.
The deal structure involved Thomas Gibson retaining an equity interest in the acquiring vehicle, and support was provided to Thomas in connection with the protection of his minority interests in respect of this shareholding position, as well as securing and documenting certain deferred consideration in the form of Loan Notes.
Navigating Complex IP Considerations
The nature of the target business meant that intellectual property played an important part in the transaction.
Jenny Wade led on this element, providing specialist advice and helping to navigate and mitigate IP‑related risks. Our work ensured buyer assurance while protecting the value created by the exiting shareholders.
Balancing a Multi‑Funder Structure
The buy‑out was supported by multiple funding partners, each with its own investment criteria and requirements.
Alex Wilby led on the coordination of funding and investment issues, including the negotiation of funding and equity documents and ensuring alignment between all stakeholders. Our work safeguarded the sellers’ position while supporting the buyer’s long‑term investment structure.
A Significant Milestone for the North East
This transaction represents more than a successful exit, it brings major private equity investment into County Durham, supporting local employment and signalling strong confidence in the region’s consumer, retail and manufacturing sectors.
For Swinburne Maddison, it stands as one of our most significant deals to date and reinforces our reputation for handling high‑value, multi‑disciplinary, private equity‑backed transactions with precision and care.
What Noted Aromas had to say…
“I would like to express my sincere gratitude to Swinburne Maddison for their exceptional support throughout the sale of our companies. They originally came highly recommended to us, and from our first engagement it was clear why. This was a complex and highly significant transaction, and their team provided clear, pragmatic advice and unwavering commitment at every stage of the process. In particular, Martyn Tennant and Alex Wilby were instrumental throughout, demonstrating outstanding professionalism, responsiveness and attention to detail, and giving us complete confidence during what was a demanding transaction. Swinburne Maddison took the time to understand our objectives, safeguarded our interests at all times, and worked diligently to achieve a successful outcome for all parties involved. Their guidance was invaluable in navigating the legal, commercial and strategic complexities of the deal, and we are extremely thankful for the considerable effort invested by the entire team. I would not hesitate to highly recommend Swinburne Maddison to any business owners considering a significant transaction. Having experienced their expertise, dedication and integrity first-hand, we would not look to use anyone else in the future and are very grateful for the role they played in helping us achieve this important milestone.”
Thomas Gibson, Director at Noted Aromas
A Trusted Partner in M&A
At Swinburne Maddison, or aim is to make sure the deal gets done, with your future in mind.
We’ve supported a number of businesses across a rang of corporate matters from mergers and acquisitions to MBOs.
Whether you’re looking to exit your business or take on a new challenge you can be confident your legal needs are in safe hands.
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