David Lloyd files for the merger by absorption of its subsidiary Helvetios 2025

David Lloyd Leisure España II, S.L. has filed with the Commercial Registry of Barcelona the merger project by absorption of its subsidiary Helvetios 2025, S.L., a corporate operation published this Wednesday, November 11, 2026, in the Official Gazette of the Commercial Registry (no. 216, page 53024, reference BORME-B-2026-216-08). The filing, under order number 698, was formalized on November 3, 2026.

The communication appears in the First Section, under the heading for entrepreneurs and “other acts published in the Commercial Registry,” limited to the Barcelona jurisdiction, and shares a page with a second filing: that of PRIM, S.A. regarding TEYDER, S.L., under order number 699 and the same entry date. In the same issue of the gazette, the list of registered acts includes two entries directly linked to the operation: 502498, for the absorbing company, and 502499, for the absorbed company, both dated November 3, 2026.

These two entries also record the filing of the announcement informing partners, creditors, and employee representatives that they may submit observations regarding the project up to five business days before the general meeting. The operation falls under the structural modification regime of Royal Decree-Law 5/2023, of June 28, the same framework that the absorbing company applied in its previous merger.

The two companies in the file

• Absorbing company: David Lloyd Leisure España II, S.L., registered in the Commercial Registry of Barcelona with data S 8, H B 318119, I/A 72 N (3.11.26).
• Absorbed company: Helvetios 2025, S.L., registered with data S 8, H B 638289, I/A 15 N (3.11.26).
• Project filing date: November 3, 2026, with order numbers 698 (the David Lloyd merger) and 699 (that of PRIM, S.A.) in the same announcement.
• Official publication: Official Gazette of the Commercial Registry no. 216, of November 11, 2026, page 53024.

From service company to subsidiary of the gym chain

Helvetios 2025, S.L. was born with a very different profile from that of the absorbing company. It was incorporated and began operations on February 14, 2025, with a capital of 3,000 euros, registered office at Plaza de las Salesas 7 in Madrid, and a purpose focused on business management consultancy, holding company activities, tax advisory, and the purchase and sale of real estate. Its first sole partner was A.R. Montis Management, S.L. and its sole administrator, Andrés Ruiz Manzano, according to the registration published in BORME no. 72, of April 14, 2025.

In just one year, the company changed its skin: in June 2025, it lost its single-member status and replaced the sole administrator with a board of directors chaired by Francisco Javier Pellón Arrieta, with Pedro Francisco García Moreno as secretary. In July, it moved its registered office to Avenida Diagonal in Barcelona, and in June 2026, it moved again to number 673 of the same avenue, while adopting a corporate purpose dedicated to “promoting, organizing, and directing sports, leisure, and hobby activities of all kinds.”

The decisive step was registered on March 10, 2026: the declaration of a single-member company with David Lloyd Leisure España II, S.L. as the sole shareholder. Weeks earlier, joint proxies had been appointed, including Elena Abbott, Jennifer Ager, Emma Kimber, Julie Anne Thomas, James Alexander Page, and Gergely Szur.

The group’s immediate precedent

This is not the first merger of the Spanish subsidiary of the British gym chain. The BORME no. 215, of November 11, 2025 (p. 7344), published the announcement of the absorption of DLL Leisure España III, S.L. by David Lloyd Leisure España II, S.L., agreed upon by the extraordinary general meetings of October 13, 2025, based on a project from June 26, 2025, and with merger balance sheets closed as of December 31, 2024. That operation was registered on February 6, 2026, under entry I/A 69 of the absorbing company’s history.

The absorbing company has had DLL Greenwich Limited as its sole shareholder since November 28, 2024, and maintains Deloitte Auditores, S.L. as its statutory auditor, a position renewed in February 2026.

The move is of interest to suppliers, creditors, and employees of the absorbed subsidiary, who retain the right to examine the project and submit observations before the meeting, as well as to the users of a gym brand with a presence throughout Spain: the corporate simplification leaves the sporting activity directly in the hands of the group’s parent company in the country.

Source: Official Gazette of the Mercantile Registry, no. 216, November 11, 2026, First Section, p. 53024 (official reference: BORME-B-2026-216-08).