Eólica Navarra spins off its portfolio of holdings to Enhol Energía

Eólica Navarra, S.L.U. has decided to partially spin off its assets in favor of Enhol Energía Europa, S.L.U., through a partial financial spin-off approved on June 30, 2026, by the sole shareholder of both companies. The operation, published in the Official Gazette of the Mercantile Registry (BORME) number 171 on Friday, September 4, 2026, entails the bulk transfer, by universal succession, of the shares that grant the majority of the share capital of certain commercial companies.

The decision is formalized in the announcement with reference BORME-C-2026-4867, published in the Second Section of the gazette, dedicated to announcements and legal notices, on page 6073.

Legal framework of the operation

The spin-off is executed under Royal Decree-Law 5/2023, which transposes European Union directives regarding structural modifications of commercial companies. Specifically, the operation is described in articles 60 and 71 of the regulation, which govern partial financial spin-offs, and is communicated in accordance with article 10.1 of the same legal text.

The Common Partial Financial Spin-off Project was signed by the administrative bodies of the participating companies on June 30, 2026. Thanks to the provisions of RDL 5/2023, it was not necessary to prepare an administrators’ report on the project nor to appoint independent experts.

Object and scope of the transfer

The partially spun-off company, Eólica Navarra, S.L.U., transfers to the existing beneficiary Enhol Energía Europa, S.L.U. a part of its assets that constitutes an economic unit, consisting of shares and holdings that grant the majority in the share capital of certain commercial companies. The transfer is carried out in bulk and by universal succession, such that the beneficiary assumes ownership of said holdings.

The operation is part of a restructuring of the renewable energy sector, reorganizing the portfolio of holdings of the Navarrese wind company within the Enhol group.

Rights of shareholders and creditors

The announcement recalls the rights available to those affected by the operation:

• The right of all shareholders, partners, and creditors to obtain the full text of the agreements adopted and the spin-off balance sheets.
• The right of opposition for creditors, within the periods and terms established in article 13 of RDL 5/2023.

The announcement was signed in Tudela (Navarra) on July 3, 2026, by the joint administrators of both companies, Antonio-Jesús Oliver Gómez, representing Innovaciones Faolsan, S.L., and Mariano Oliver Gómez, representing Meganium Inversiones, S.L.

Relevance of the news

The partial financial spin-off of Eólica Navarra in favor of Enhol Energía Europa represents a significant reorganization of the group’s shareholding structure in the renewable energy sector. For readers, this operation reflects the trend among wind energy companies to concentrate their investment portfolios in specialized companies, a move that may anticipate future strategic decisions in the Spanish energy market.

Source: Official Gazette of the Mercantile Registry (BORME), no. 171, September 4, 2026, Second Section (Announcements and legal notices), page 6073 (official reference: BORME-C-2026-4867).