Clínica Doctores Piñero spins off its ophthalmology subsidiary into a new holding company

The Extraordinary and Universal General Meeting of Shareholders of Clínica Doctores Piñero, S.L. approved on September 25, 2026, a partial financial spin-off whereby it segregates all shares of its wholly-owned subsidiary Centro de Oftalmología La Palmera, S.L. Unipersonal in favor of the newly created company Clinancamar Holding Group, S.L. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) no. 191, dated October 2, 2026, page 6581, with the official reference BORME-C-2026-5300, within the Second Section of announcements and legal notices.

The operation is formalized under Royal Decree-Law 5/2023, of June 28, on Structural Modifications of Commercial Companies, whose article 10 requires the publication of the spin-off agreement. The announcement is signed by the sole administrator of the spun-off company, Ana Mª Piñero Bustamante, and is dated Seville, September 25, 2026.

A spin-off without extinction of the parent company

The spin-off is partial and financial in nature: Clínica Doctores Piñero, S.L. is not extinguished. The company transfers as a block a part of its assets that forms an economic unit, consisting of all the social shares of Centro de Oftalmología La Palmera, S.L. Unipersonal, to the beneficiary Clinancamar Holding Group, S.L., which will be incorporated simultaneously and will acquire the spun-off assets by universal succession.

In exchange, the shareholders of the spun-off company will receive a number of shares in the new company proportional to their respective share in the capital of Clínica Doctores Piñero, S.L. The partial spin-off project was drafted and signed by the sole administrator on September 25, 2026.

Simplified regime and rights of shareholders and creditors

The agreement was adopted in a universal meeting and by unanimity, therefore the simplified procedure of article 71 of Royal Decree-Law 5/2023 is applicable. By virtue of articles 9 and 71 of the regulation, the company has not had to previously publish or deposit the spin-off project, nor have the following been necessary:

• The administrators’ report on the spin-off project.
• The independent experts’ report.
• The spin-off balance sheet.

The announcement further states that the agreement contains the detail of the asset and liability elements that make up the spun-off assets and that, as a result of the operation, the spun-off company will reduce its reserves by the necessary amount, without a reduction of its share capital being required.

Partners, creditors, and workers’ representatives of the demerged company are recognized as having the right to obtain the full text of the agreements adopted, and creditors are informed of their right to oppose the partial demerger within the period and terms provided for in Royal Decree-Law 5/2023, of June 28.

Background: from sole shareholder subsidiary to segregated company

Centro de Oftalmología La Palmera, S.L. Unipersonal is registered in the Mercantile Registry of Seville (S 8, H SE 34984). In September 2025, the company declared its sole shareholder status, with Clínica Doctores Piñero, S.L. as the sole partner, and recast its bylaws to expand its corporate purpose to include diagnostic and treatment activities for ophthalmological pathologies and residential healthcare and hospitalization activities.

In June 2026, the subsidiary registered a capital reduction of 168,670.00 euros, resulting in a subscribed capital of 334,000.00 euros, and the subsequent modification of article 5 of its bylaws. The demerger now published culminates that process of corporate reorganization of the Sevillian healthcare group.

Impact

The operation transfers the ownership of the ophthalmological clinic to an independent corporate vehicle, Clinancamar Holding Group, S.L., without the parent company being dissolved or reducing its capital. For the Andalusian healthcare sector, this represents the formal separation of the ophthalmological business from the rest of the group, a common move to organize holdings, facilitate potential investor entries, or prepare for future corporate operations. Creditors of Clínica Doctores Piñero, S.L. have, from the publication of the announcement, the legal period to exercise, where applicable, their right of opposition.

Source: Official Gazette of the Mercantile Registry (BORME), no. 191, of October 2, 2026, Second Section - Announcements and legal notices, page 6581 (official reference: BORME-C-2026-5300).