Browne Jacobson advises Rcapital on sale of Surface Technology International to Swedish-listed NOTE

Browne Jacobson has advised private investment firm Rcapital on the successful sale of its portfolio company, Surface Technology International Limited (STI), to NOTE UK Holding Limited, a subsidiary of Sweden-headquartered NOTE AB (publ), a leading Electronics Manufacturing Services (EMS) partner listed on Nasdaq Stockholm.

The UK and Ireland law firm supported Rcapital on all legal aspects of the transaction, which marks the culmination of a complex operational and financial turnaround of the business and a successful exit from its investment. 

The deal highlights continued investor appetite for high-quality, specialist manufacturing businesses, particularly those operating in high-reliability sectors where supply chain resilience, technical capability and long-term customer relationships are critical to value creation. It also reflects ongoing cross-border M&A activity between the UK and Nordic markets, driven by strategic buyers seeking scale, capability and access to resilient end-markets.

Founded in 1989, STI specialises in the manufacture of high-specification electronic solutions for customers operating in high-reliability sectors, including defence, aerospace and security. Headquartered in Hook, Hampshire, with a further site in Poynton, Cheshire, the business has undergone a significant restructuring programme since its acquisition by Rcapital in 2023 via a corporate carve-out, restoring confidence among its customer base and strengthening its operational and financial platform.

The acquisition by NOTE combines STI’s established expertise in high-reliability UK markets with NOTE’s broader European EMS footprint and advanced manufacturing capabilities, creating a compelling platform for growth as demand continues to increase across defence, aerospace and secure electronics markets.

The Browne Jacobson team was led by Corporate Partners James Skivington and Gavin Cummings, and Rob Northall, Senior Associate specialising in corporate mergers and transactions. They were supported by Paul Hill (Partner, banking and finance), Harry Rowe (Associate, corporate) and Rebecca Burge (Principal Associate, tax). 

Phil Emmerson, Partner at Rcapital, said: “The sale of STI marks the culmination of a complex but highly rewarding operational and financial turnaround. It represents another example of Rcapital’s ability to execute corporate carve-outs and drive successful business transformations. 

“STI is exceptionally well positioned; supported by its talented team, blue-chip customer base, and attractive market opportunities. This is an excellent outcome for Rcapital, and I’d like to go on record and thank both Lincoln International, Browne Jacobson and KPMG for getting this over the line.”

James Skivington, Partner at Browne Jacobson, said: “We are pleased to have supported Rcapital on this exit. STI’s transformation under Rcapital’s ownership is a strong example of how focused investment and strategic repositioning can unlock value in complex carve-out situations. 

“With increasing demand for resilient, high-specification manufacturing capability across defence and aerospace supply chains, businesses like STI are particularly well positioned. Securing a strategic buyer in NOTE, with its complementary capabilities and international reach, provides a clear pathway for the next phase of growth.

“Having acted for investors on the sale of manufacturers of precision-engineered components for aerospace and defence, and supported global tier one suppliers on high-value and business-critical projects with major customers such as Airbus and Pratt & Whitney, we have noticed a significant uptick in deals that span these sectors. They are increasingly pivoting to dual-use applications amid a rise in demand from governments that are boosting their defence spending.”

Rcapital was supported on the transaction by Lincoln International LLP (lead financial adviser), Browne Jacobson (legal adviser) and KPMG (vendor due diligence).

Browne Jacobson has a strong track record advising private equity investors, management teams and portfolio companies across the investment lifecycle. It previously advised Rcapital on on its sale of Naysmyth Group, a specialist aerospace and defence engineering business that supplies global titans including Rolls-Royce and Boeing, and its sale of Trac Holdings, a renowned manufacturer of precision-engineered components for aerospace and defence, to PTC Industries.

Other recent highlights in the aerospace and defence sectors include advising KeTech Defence, a leading provider of rapid detection solutions, on a refinance and subsequent sale to Wescom Group; global tier one supplier GKN Aerospace on a variety of high-value and business-critical projects with major customers such as Airbus and Pratt & Whitney; and Llanelec, a specialist in the manufacture of integral parts for military vehicles serving the UK Ministry of Defence and its procurement partners on a range of legal matters.

The firm regularly advises on complex carve-outs, platform investments and exits across sectors including manufacturing, healthcare and life sciences, financial services and technology.