Avanza Spain absorbs Avanza Cercanías Madrid without a capital increase

Avanza Spain, S.L.U. will absorb Avanza Cercanías Madrid, S.L.U. after the sole shareholder of each of the two companies adopted the unanimous merger agreement on October 30, 2026, in Madrid, at the registered office of both. The operation, which does not involve a capital increase, is made public in the Official Gazette of the Mercantile Registry (BORME) number 211, dated November 3, 2026, Second Section, page 7154, with the official reference BORME-C-2026-5760.

The publication is based on articles 9, 10, and 53 of Royal Decree-Law 5/2023, of July 14, on structural modifications of commercial companies, and is inserted under the heading of mergers and acquisitions of companies in the announcements and legal notices section of the gazette. The announcement expressly identifies the two intervening parties and their role in the operation:

• Avanza Spain, S.L.U., absorbing company.
• Avanza Cercanías Madrid, S.L.U., absorbed company.

Full transfer of assets and extinction of the absorbed company

The agreement provides for the block transfer, by universal succession, of the assets of Avanza Cercanías Madrid, S.L.U. to Avanza Spain, S.L.U., along with the dissolution without liquidation and the extinction of the absorbed company. The operation is executed without a capital increase in the absorbing company, as it is a merger of a wholly-owned company, and complies with the terms and conditions of the common merger project signed by the administrators of the intervening companies.

The announcement specifies that the merger is carried out through “universal title transfer” of the assets, a formula implying that the absorbing company assumes all assets and liabilities of the absorbed company without the need for individual transfer acts, and that the absorbed company disappears from legal traffic once the operation is registered.

Documentary waiver, employment report, and right of opposition

Since the agreements were adopted by the sole shareholders, the merger may be agreed upon without previously depositing the documents required by law and without the administrators’ report on the merger project. However, the published text states that an administrators’ report regarding the effects on employment was indeed issued, which was communicated to the workers, and that the documentation relating to the merger remained at their disposal.

The announcement also includes the guarantees that the regulation recognizes for the participants:

• Shareholders and creditors of the participating companies may obtain the full text of the agreements adopted and the merger balance sheets.
• Creditors of the merging companies may oppose the merger under the terms established in Royal Decree-Law 5/2023.

Who signs the announcement

The text is signed in Madrid, dated October 30, 2026, by the representatives of both companies:

• Enrique Sánchez Fernández, non-director deputy secretary of Avanza Spain, S.L.U.
• Valentín Alonso Soroa, joint administrator of Avanza Cercanías Madrid, S.L.U.
• José Luis Román Sánchez Rubio, joint administrator of Avanza Cercanías Madrid, S.L.U.
• Martha Angélica Durán Regis, joint administrator of Avanza Cercanías Madrid, S.L.U.

The announcement is internally identified with the code ID: A260046965-1 and refers, for verification, to the electronic address of the bulletin.

Impact

The registration of this merger simplifies the group’s corporate structure by integrating a wholly-owned subsidiary into Avanza Spain, S.L.U., with an immediate effect on the registration perimeter: the absorbed entity will be extinguished and its registration data will be linked to the resulting company. For creditors and employees of Avanza Cercanías Madrid, S.L.U., the announcement opens the opposition period provided for in the structural modification regulations and confirms that the labor effects of the operation were evaluated and communicated to the staff prior to publication.

Source: Official Gazette of the Mercantile Registry, no. 211, November 3, 2026, Second Section (announcements and legal notices), p. 7154 (official reference: BORME-C-2026-5760).