Climb Business absorbs Campo de Golf Layos in express merger

The company Climb Business, S.L. (C.I.F. B-66725706) will absorb Campo de Golf Layos, S.L.U. (C.I.F. B-45335502), according to the announcement published in the Official Gazette of the Mercantile Registry (BORME) number 163, dated August 25, 2026, page 6003. The operation was unanimously approved on August 3, 2026, by the Extraordinary and Universal General Meeting of shareholders of the absorbing company and by the sole shareholder of the absorbed company, in accordance with the common merger project formulated on June 26, 2026.

The announcement is published in accordance with Article 10 of Royal Decree-Law 5/2023, of June 28, which regulates the mergers and spin-offs of companies. As a result of the operation, Campo de Golf Layos, S.L.U. will be extinguished without liquidation and will transfer as a whole, by universal succession, all of its assets, rights, and obligations to Climb Business, S.L.

Special absorption regime

The merger is subject to the special absorption regime for wholly-owned companies provided for in Article 53 of Royal Decree-Law 5/2023, as Climb Business, S.L. is the direct holder of the entire share capital of Campo de Golf Layos, S.L.U.

• It does not require an increase in the share capital of the absorbing company.
• It does not require a share exchange ratio.
• It has not been necessary to previously publish or deposit the documents required by law, pursuant to Article 9 of RDL 5/2023.

Rights of shareholders and creditors

The right of the shareholders and creditors of the participating companies to obtain free of charge the full text of the merger agreements and the merger balance sheets is expressly stated. Creditors whose credits arose prior to the publication of the agreement may exercise the protection rights provided for in Article 13 of Royal Decree-Law 5/2023, under the terms and deadlines established in said provision.

Signatures and processing

The announcement, dated in Madrid on August 14, 2026, is signed by Fernando Núñez Lirio, natural person representative of Carfernu, S.L.U., sole administrator of Climb Business, S.L., and by Pedro Antonio Jimeno Maroto, natural person representative of Family Jim, S.L.U., sole administrator of Campo de Golf Layos, S.L.U.

The publication in the BORME provides legal publicity to the operation and opens the period for creditors to exercise their rights of opposition, a key step in the restructuring of the business group that controls the Toledo golf course.

Source: Official Gazette of the Mercantile Registry (BORME), no. 163, August 25, 2026, Second Section (Announcements and legal notices), p. 6003 (official reference: cve BORME-C-2026-4806).