Liberty Flights Acquired by Supreme PLC

In June 2022, AIM-listed FMCG group Supreme PLC acquired Lancashire-based premium vape manufacturer Liberty Flights in a deal worth up to £14.75 million — a 9.8x EBITDA multiple on £1.5m EBITDA — with CapEQ advising the Liberty Flights shareholders. 

Liberty Flights logo — UK premium vape brand acquired by Supreme PLC in 202
Supreme PLC logo — AIM-listed UK FMCG group that acquired Liberty Flights in 2022
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Deal at a glance

Target Liberty Flights Holdings Limited
Acquirer Supreme PLC (via subsidiary Supreme Imports Limited)
Announcement date
Deal value Up to £14.75 million
Deal structure £7.75m upfront + £2m deferred (12 months) + up to £5m performance earn-out (1 year)
Valuation multiple ~9.8x EBITDA
Target FY21 revenues / EBITDA ~£9 million / £1.5 million
Sell-side M&A advisor CapEQ — Director James Pugh, with Mark Sapsford
Legal advisor to Liberty Flights HCR Law (Harrison Clark Rickerbys) — Rebecca Leask, Joe Mulrenan
Legal advisor to Supreme Beyond Corporate
Financial advisor to Supreme Cortus Advisory Group
Acquisition funding Supreme's HSBC rolling credit facility
Target founded 2009, Darwen, Lancashire
Target shareholders at sale Matthew Moden, Abraham Spain, Christopher Parker
Post-deal structure Standalone for 12 months, then integrated into Supreme group
Sector FMCG / vaping / smoke-free nicotine

Overview

Supreme PLC — the AIM-listed Manchester FMCG group — acquired Liberty Flights Holdings in June 2022 for a total consideration of up to £14.75 million. The deal valued the Lancashire-based premium vape manufacturer at approximately 9.8x EBITDA on FY21 numbers (~£9m revenues, £1.5m EBITDA), and was immediately earnings-enhancing for Supreme.

CapEQ acted as sell-side M&A advisor to the Liberty Flights shareholders, led by Director James Pugh with Mark Sapsford. Legal advice to Liberty Flights was provided by HCR Law — Corporate Partner Rebecca Leask and Joe Mulrenan. Supreme was advised by Beyond Corporate (legal) and Cortus Advisory Group (financial and transaction services).

The acquisition was in line with Supreme's strategy to support a tobacco-free UK by 2030, positioning the group across both the discount (its own 88vape brand) and premium (Liberty Flights) segments of the smoke-free nicotine market.

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About Liberty Flights

Liberty Flights was founded in 2009 in Darwen, Lancashire — part of the UK's vape-making heartland — by Matthew Moden and Abraham Spain. Riding the emergence of vaping as a mainstream smoking alternative, the business grew into a premium brand with its own ISO-accredited automated manufacturing site, a direct-to-consumer e-commerce footprint, a network of 16 UK retail stores, and the market-leading Dot Pro device (developed through a joint venture).

At the point of sale, Liberty Flights was owned by three shareholders: Matthew Moden, Abraham Spain, and Christopher Parker. The company supplied convenience retailers directly and via wholesalers, and had built a loyal following around the premium end of the e-liquid and vape hardware market.

About Supreme PLC

Supreme PLC — trading under its operating subsidiary Supreme Imports — was founded in Manchester in 1975 as a UK importer of goods from the Far East. After Sandy Chadha bought the business from his father in 2003, the group grew rapidly on the back of battery distribution, subsequently adding lighting, vaping, and sports nutrition to build a four-division FMCG group.

Supreme listed on AIM in 2021, raising £130 million, a portion of which was earmarked as an M&A warchest to accelerate revenue and margin growth in high-growth categories. The group's value-add centres on product development and manufacturing of own-brand products, supplied through thousands of UK stockists including Tesco, Costco, Spar, B&M, Home Bargains, Poundland, and The Range. Supreme also owned the discount e-liquid brand 88vape, making Liberty Flights a natural premium complement.

How the deal came together

Part of Supreme’s IPO cash raised was earmarked for an M&A warchest, and various acquisition targets were identified to boost revenue and margin in high-growth categories. 

A market with limited quality targets

The UK disposable vape market in 2022 was a noisy place. Many brands were going into administration or being bought out of distress; very few had built a sustainable premium position with meaningful own-manufacturing capability. Supreme's CEO Sandy Chadha had identified vaping as a category where disciplined M&A could deliver genuine value, but the pool of quality targets was narrow.

Liberty Flights sat squarely in the narrow quality pool — a well-known premium brand with its own ISO-accredited manufacturing, the Dot Pro device, a retail network, and consistent profitability. The two CEOs already knew each other; informal conversations between Sandy Chadha and Matthew Moden began in 2021.

Appointment of CapEQ

Liberty Flights' shareholders — Matthew Moden, Abraham Spain, and Christopher Parker — appointed CapEQ to handle negotiations on their behalf. Director James Pugh led the engagement, supported by Mark Sapsford, with Liberty's legal advice provided by HCR Law.

The commercial logic of a Supreme / Liberty combination was immediate: Supreme brought reach and capital; Liberty brought the premium brand, the manufacturing asset, and the product reputation. The principal work for CapEQ was structuring a transaction that fairly reflected Liberty's quality positioning relative to a choppy sector, and that protected the shareholders on the earn-out component.

Structuring the consideration

Supreme agreed to acquire 100% of Liberty Flights Holdings on a cash-free, debt-free basis for a total consideration of up to £14.75 million, structured as:

  • £7.75 million upfront cash consideration on completion
  • £2 million deferred consideration payable 12 months after completion
  • Up to £5 million performance-related earn-out over a one-year period post-completion, subject to specified performance metrics

The enterprise value worked out at approximately 9.8x EBITDA on Liberty Flights' FY21 numbers — a healthy multiple for the sector at the time — and the transaction was immediately earnings-enhancing for Supreme. Funding came from Supreme's newly established rolling credit facility with HSBC. Liberty Flights would continue to operate as a standalone entity for an initial 12-month period before full integration into the Supreme group.

What Supreme got from the deal

The acquisition gave Supreme access to:

  • A premium brand — Liberty Flights — to complement the group's discount 88vape offering, positioning Supreme across both ends of the e-liquid market
  • Closed-system vaping hardware — the market-leading Dot Pro device — broadening Supreme's product portfolio beyond consumables
  • UK convenience retail reach — Liberty Flights' core customer segment, adjacent to but distinct from Supreme's existing grocery and discount channels
  • Purchasing and manufacturing synergies — both businesses operated in disposable vape manufacturing, with immediate opportunity for cost and scale benefits

The transaction was aligned to Supreme's public M&A criteria — earnings-enhancing from day one, in a high-growth category, and supporting the group's stated ambition to help make the UK tobacco-free. The deal was welcomed by Supreme shareholders on announcement.

What they said 

"Many congratulations to both Liberty Flights and Supreme PLC. It's been a genuine pleasure to help bring these companies together, and it has been self-evident through the process that they are remarkably similar in their ethical and commercial approach to business. By ensuring that there was time focussed on post-completion integration, we are confident that both businesses will thrive."

— James Pugh, Partner, CapEQ 

 

 "Joining a bigger parent group not only creates new opportunities for us to stay ahead in the highly competitive UK vaping market, but also opens up career paths for our employees, and gives customers access to an enhanced product range.

"We are all excited to be starting a new chapter and look forward to working with Supreme's excellent management team, who really reflect our open and ethical approach to business."

— Matthew Moden, Managing Director, Liberty Flights 

 

Supporting a tobacco-free UK

The deal fitted neatly into both companies' public positions on smoke-free nicotine. Supreme's investor-facing M&A strategy was explicitly tied to the UK government's goal of a smoke-free UK by 2030; Liberty Flights had built its brand on regulated, UK-manufactured premium e-liquid and rechargeable hardware.

"We support the commitment of responsible vape brands to make the UK tobacco-free. In addition, scaling up Liberty's rechargeable kit sales via Supreme's channels helps reduce the volume of disposable vapes polluting the environment."

— James Pugh, Director, CapEQ

James Pugh, CapEQ Director, who led sell-side M&A advisory for Liberty Flights

Matthew Moden on the sale — video interview

Former Liberty Flights Managing Director Matthew Moden speaks with CapEQ about co-founding Liberty Flights, navigating the UK vaping industry, the decision to sell to Supreme PLC, and life after the deal.

Planet of the vapes: Liberty Flights' mission to cut smoking-related deaths

Matthew reflects on the journey of co-founding Liberty Flights, the shift from a career in broadcasting into the vaping sector, the company's mission around harm reduction and smoking cessation, the commercial rationale for the sale to Supreme, and lessons learned for other founders considering an exit.

Results

 

£14.7million
— total deal consideration (up to)
9.8x
— EBITDA valuation multiple
£7.7million
£7.75m / £2m / £5m — upfront / deferred / earn-out split
£9million
— Liberty Flights FY21 revenues
£1.5million
— Liberty Flights FY21 EBITDA
16
— # Liberty Flights UK retail stores at the point of sale
12months
— standalone operating period post-completion before full integration
£130million
— Supreme's 2021 AIM IPO raise, which funded the M&A warchest

Advisor team

Sell-side M&A advisor: CapEQ — Director James Pugh, with Mark Sapsford.

Legal advisor to Liberty Flights: HCR Law (Harrison Clark Rickerbys) — Corporate Partner Rebecca Leask, supported by Joe Mulrenan.

Legal advisor to Supreme: Beyond Corporate (part of Beyond Law Group) — Partner Stephen Chadwick.

Financial and transaction services advisor to Supreme: Cortus Advisory Group.

Acquisition funding: HSBC (rolling credit facility).

About CapEQ

CapEQ is a UK-based M&A advisory firm that advises founders and shareholders on selling, acquiring, and growing mid-market businesses. The firm is a certified B Corporation. Partner James Pugh, who led the Liberty Flights transaction, has advised on a number of founder-led exits across FMCG, industrial, and technology sectors — including the sale of AV Danzer to Wernick Group and Vegetarian Express to Bridges Ventures.

Liberty Flights co-founder Matthew Moden after selling the vape brand to Supreme PLC

Frequently asked questions

Who acquired Liberty Flights?

Liberty Flights Holdings was acquired by Supreme PLC — the AIM-listed Manchester FMCG group — through its subsidiary Supreme Imports Limited, in June 2022.

When was Liberty Flights sold to Supreme?

The acquisition was announced on 13 June 2022.

How much did Supreme pay for Liberty Flights?

The total deal consideration was up to £14.75 million, structured as £7.75 million upfront, £2 million deferred for 12 months, and up to £5 million in a performance-related earn-out over one year.

What multiple of EBITDA did the Liberty Flights deal value?

Approximately 9.8x EBITDA, based on Liberty Flights' FY21 numbers — roughly £9 million of revenue and £1.5 million of EBITDA.

Who advised Liberty Flights on the sale?

Liberty Flights was advised by M&A firm CapEQ — Director James Pugh and Mark Sapsford — and by HCR Law (Harrison Clark Rickerbys), with Rebecca Leask and Joe Mulrenan leading on the legal side. Supreme was advised by Beyond Corporate (legal) and Cortus Advisory Group (financial).

Who founded Liberty Flights?

Liberty Flights was founded in 2009 in Darwen, Lancashire, by Matthew Moden and Abraham Spain. At the point of sale, the company was owned by three shareholders: Matthew Moden, Abraham Spain, and Christopher Parker.

Where is Liberty Flights based?

Liberty Flights is headquartered in Darwen, Lancashire — part of the UK's vape manufacturing cluster in north-west England.

What products does Liberty Flights make?

Liberty Flights manufactures premium e-liquids at its ISO-accredited automated site and markets a range of vaping hardware — most notably the market-leading Dot Pro closed-system device. The brand sells directly to consumers online, through 16 UK retail stores, and via convenience and wholesale channels.

What happened to Liberty Flights after the acquisition?

Liberty Flights continued to operate as a standalone entity for an initial 12-month period following the acquisition, before being fully integrated into the Supreme group. Supreme PLC has since expanded Liberty Flights' reach through its broader UK retail and wholesale distribution network.

Why did Supreme acquire Liberty Flights?

The deal gave Supreme a premium vape brand to complement its discount 88vape offering, access to the closed-system hardware category (via the Dot Pro device), deeper reach into UK convenience retail, and manufacturing and purchasing synergies. It aligned with Supreme's stated strategy to support a tobacco-free UK by 2030.

Who led the deal at CapEQ?

Director James Pugh led the engagement for the Liberty Flights shareholders, with Mark Sapsford.

Planning a founder-led FMCG exit?

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James Pugh, CapEQ Director, who led sell-side M&A advisory for Liberty Flights