Eni Plenitude Renewables absorbs seven photovoltaic companies and dissolves them

Eni Plenitude Renewables Spain, S.L. will absorb seven renewable energy subsidiary companies and extinguish them through dissolution, after acquiring all their assets and liabilities by universal succession. The general meeting of partners of the absorbing company agreed to the operation on October 9, 2026, and the sole partners of the remaining six on October 7, according to the announcement published in the Official Gazette of the Mercantile Registry (BORME) no. 199, of October 15, 2026, pages 6774-6775, with the reference BORME-C-2026-5463.

A reorganization under Royal Decree-Law 5/2023

The announcement is made under Article 10 of the first book of Royal Decree-Law 5/2023, transposing the European Union Directive on structural modifications of commercial companies. The merger is by absorption: the absorbing company acquires by universal succession all elements of the assets and liabilities, as well as the rights and obligations of the absorbed companies, which are dissolved and extinguished.

The common merger project was drafted by the Board of Directors of the absorbing company and by the administrative bodies of the absorbed companies on June 29, 2026. Since the decisions were adopted by the sole partners of each absorbed company—equivalent to a universal and unanimous meeting—and the agreement by the universal general meeting of the absorbing company unanimously, in accordance with Article 9.1 of the RDL, the agreements could be adopted without previously publishing or depositing the required documents, except for the mandatory communications to the workers’ representatives.

The seven absorbed companies

All of them are single-member companies (S.L.U.) and are dissolved upon the registration of the merger:

• Renopool 1, S.L.U.
• Fotovoltaica Fotozar 5, S.L.U.
• Fotovoltaica Fotozar 6, S.L.U.
• Tantalio Renovables, S.L.U.
• Energías Ambientales de Outes, S.L.U.
• Membrio Solar, S.L.U.
• Olea Solar, S.L.U.

The absorbing company, Eni Plenitude Renewables Spain, S.L., is registered in the Mercantile Registry of Madrid under sheet M-446767, as stated in the annotations published in the BORME (reference BORME-A-2026-26-28, of February 9, 2026).

Rights of partners and creditors

The announcement expressly states the right of the partners and creditors of the intervening companies to obtain the full text of the agreement and the merger decisions adopted, as well as the respective merger balance sheets. Likewise, it recalls the right of protection provided for in Articles 13 and 14 of the RDL in favor of the creditors of each intervening company whose credits were born prior to the publication and are not yet due.

The announcement was signed in Madrid on October 9, 2026, by Stéphane Barthe, non-director secretary of Eni Plenitude Renewables Spain, S.L. and Energías Ambientales de Outes, S.L.U., and director secretary of Fotovoltaica Fotozar 5, S.L.U. and Fotovoltaica Fotozar 6, S.L.U.; by Mariangiola Mollicone, sole administrator of Tantalio Renovables, S.L.U., Membrio Solar, S.L.U. and Olea Solar, S.L.U.; and by Begoña González del Tánago Rodríguez, non-director secretary of Renopool 1, S.L.U.

A repeating pattern of concentration

The operation adds to a series of absorptions by the same group published in recent months: Fotovoltaica Escudero, S.L.U. (BORME-C-2025-5465, dated October 10, 2025), Desarrollos Empresariales Illas, S.L.U. (BORME-C-2025-4519, dated July 31, 2025) and those of Ecovent Parc Ecolic, S.A.U., Energías Alternativas Riojanas, S.L., Energía Eólica Boreas, S.L.U. and HLS Bonete PV, S.L.U. (BORME-C-2025-6874, dated December 17, 2025).

The impact for readers is twofold: on one hand, it consolidates the assets of seven renewable energy subsidiaries into a single corporate vehicle, with the resulting simplification of the group’s structure; on the other, it opens a protection period for the creditors of the absorbed companies whose credits predate the publication and have not expired, who may exercise the rights of opposition recognized in RDL 5/2023.

Source: Official Gazette of the Mercantile Registry, no. 199, October 15, 2026, Second Section - Announcements and legal notices (Company mergers and absorptions), pp. 6774-6775 (official reference: BORME-C-2026-5463).