Penningtons Manches Cooper advises joint administrators on landmark sale of key UK chemical manufacturing site to Ineos Inovyn

A multi-disciplinary team of specialist lawyers at Penningtons Manches Cooper has advised the joint administrators of Vynova Runcorn Limited on the sale of the company’s EDC plant, related assets and 50% shareholding in Runcorn MCP Limited to Inovyn ChlorVinyls Limited, which successfully completed today. The transaction preserves approximately 75 jobs and secures the long-term future of a business that plays a critical role in supporting UK industry and economic resilience.

The Cheshire-based facility is the country’s only ethylene dichloride (EDC) asset and supplies around 98% of the chlorine used in its drinking-water treatment. It is also a strategically significant site for UK chlor-alkali operations, which underpin a range of critical industries, including water treatment, food manufacturing, pharmaceuticals, healthcare and construction. Completion of the transaction fully integrates the EDC and chlor-alkali value chain at Runcorn under INEOS Inovyn.

The deal was notable for its highly unusual structure. While undertaken in the context of an administration process, the transaction was negotiated and implemented through a conventional M&A-style framework, involving a detailed sale and purchase agreement, a suite of conditions precedent and a managed signing-to-completion process. The transaction therefore combined the complexities of an insolvency sale with many of the features more commonly associated with a solvent corporate acquisition.

The transaction also involved a significant and highly unusual pensions workstream. As part of the wider transaction, two pension scheme sections, which had entered a Pension Protection Fund (PPF) assessment period as a result of the insolvency, were rescued from the PPF. This required engagement with the PPF and the implementation of bespoke arrangements to facilitate the rescues and transfer to INEOS Inovyn as the new sponsoring employer. The pensions arrangements were a key element of the transaction and contributed materially to the delivery of a successful outcome for all stakeholders.

The Penningtons Manches Cooper deal team was led by corporate partner Mona Patel, with support from corporate senior associate Emily Macdonald and associate Tom Morris. Also playing key roles were insolvency and restructuring partner Stephen Rome, insolvency and restructuring managing associate Rachel Brown, partner and head of pensions Alison Hills, partner and head of IP, IT and commercial Anna Frankum, IP, IT and commercial managing associate Edmund Forey, real estate partner Andrew Mellor and employment senior associate Luke Shaw.

Mona Patel commented:

“This was a complex transaction that required the coordination of multiple legal disciplines, stakeholders and regulatory processes, all against the backdrop of a business in administration. The transaction brought together corporate, restructuring, pensions, regulatory, employment, real estate and commercial workstreams, each of which was critical to achieving a successful outcome. The collaborative approach adopted by all parties was instrumental in navigating the various legal, commercial and regulatory issues that arose throughout the transaction. We are proud to have supported the Joint Administrators on a transaction that helps secure the future of a strategically important UK manufacturing site and the industries and infrastructure that depend upon it.”

Alison Hills said:

“The pensions aspects of the transaction were particularly complex, as such the rescue of the two Vynova pension scheme sections out of PPF assessment periods added a significant layer of intricacy to an already unique transaction and required extensive engagement with stakeholders, including the PPF. Reaching a structure that facilitated the rescue and transfer of the pension scheme sections while supporting the successful completion of the wider transaction required close collaboration between all parties involved and was a significant achievement for the project team.”

Stephen Rome added:

“From an insolvency perspective, this transaction presented a number of complex challenges. Working within the constraints of an administration process while managing a broad stakeholder group required careful planning, engagement and coordination throughout. The successful outcome demonstrates how an administration can preserve value, support business continuity and deliver a positive result for creditors and other stakeholders, while safeguarding skilled jobs and critical operations.”

The joint administrators – Gareth Wilcox, Trevor Binyon and Allister Manson of Opus – initially agreed the sale on 21 August 2026, with it remaining subject to regulatory approval from the Competition and Markets Authority and the PPS The Pension Protection Scheme.