Castellana de Carnes spins off its two cattle feedlots to Agropecuaria El Mirador

Castellana de Carnes, S.A.U. has approved the partial spin-off of its agricultural and livestock business branch, which integrates two cattle fattening facilities and the associated agriculture located in Simancas and Rueda (Valladolid), in favor of the newly created company Agropecuaria El Mirador, S.L.U. The agreement was adopted by the sole shareholder on October 14, 2026, and was made public in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 208, dated October 28, 2026, in the Second Section (Announcements and legal notices), under official reference BORME-C-2026-5689 and on page 7054.

The legal framework and milestones of the proceedings

The operation is based on Article 10 of the First Book of Royal Decree-Law 5/2023, regarding structural modifications of commercial companies, which requires the publication of the spin-off agreement. The proceedings began with the partial spin-off project formulated by the administrative body on May 20, 2026, and culminated with the decision of the sole shareholder, who exercised the powers inherent to the general shareholders’ meeting.

• Date of the spin-off agreement: October 14, 2026.
• Date of the partial spin-off project: May 20, 2026.
• Spun-off company: Castellana de Carnes, S.A.U.
• Beneficiary company: Agropecuaria El Mirador, S.L.U., newly created.
• Signature of the announcement: Ángel Félix Jambrina Fernández, joint administrator, in Valladolid.

What assets are transferred and where they reside

The spun-off business branch constitutes an autonomous economic unit and comprises all assets, rights, and obligations assigned to the agricultural and livestock operation, specifically the two cattle fattening facilities and the associated agriculture in Simancas and Rueda. The transfer is carried out as a block, and Agropecuaria El Mirador, S.L.U. succeeds by universal title to all rights and obligations of that branch, without the spun-off company being extinguished.

The agreement includes the details of the asset and liability elements that make up the transferred branch. The name of the new company has already been requested from the mercantile registry.

Without capital reduction and with abbreviated procedures

As a result of the spin-off, Castellana de Carnes, S.A.U. has reduced its voluntary reserves proportionally and by the necessary amount in correlation with the spun-off assets; a reduction of the share capital was not necessary, as it maintains sufficient equity to guarantee its integrity. All shares of the new company are attributed to the shareholders of the spun-off company in proportion to their previous holding.

The agreement was adopted by unanimous vote in a universal meeting and, therefore, did not require prior publication or filing of legal documents, nor a report from the directors on the project, nor a report from independent experts, nor a spin-off balance sheet, pursuant to articles 9 and 71 of the aforementioned Royal Decree-Law 5/2023. The announcement further reminds shareholders and creditors that they may obtain the full text of the agreements and that creditors may oppose the spin-off in accordance with article 13.

Impact on the Castilian meat sector

The operation segregates the cattle fattening business of a meat group with a long-standing presence in Valladolid into an independent company, allowing the livestock and agricultural activities to be read separately from the industrial ones. For the meat sector and rural employment in the province, the continuity of the two fattening centers in Simancas and Rueda under their own ownership provides a specific corporate structure for the fattening phase, a key link in the beef value chain.

Source: Official Gazette of the Mercantile Registry, no. 208, October 28, 2026, Second Section (Announcements and legal notices), page 7054 (official reference: BORME-C-2026-5689).