Enplater spins off its logistics business into a group subsidiary

Enplater Alta Segarra, S.L. has partially spun off its intra-group product logistics, transport and warehousing business to transfer it as a block to the subsidiary Enplater Logistics, S.L., a structural transaction of the Catalan group Envases Plásticos del Ter, S.A. which is recorded in the Official Gazette of the Mercantile Registry (BORME) No. 158, of 18 August 2026.

The Extraordinary and Universal General Meeting of shareholders of the spun-off company, held on 14 August 2026, adopted the partial spin-off resolution unanimously. The notice is published in Section Two of the BORME (Announcements and legal notices), under the heading “Company Spin-offs”, with the official reference cve: BORME-C-2026-4754, on page 5941 of the gazette.

Structural transaction governed by Royal Decree-Law 5/2023

The spin-off is carried out in compliance with Article 10 et seq. of Royal Decree-Law 5/2023, of 28 June, which amends the regime for structural modifications of commercial companies. This regulation establishes the formal requirements to be observed in transactions such as mergers, spin-offs and corporate transformations, including the obligation to publish the notice in the BORME to ensure the protection of creditors and shareholders.

The transaction consists of the transfer as a block, by universal succession, of the autonomous business unit of intra-group product logistics, transport and warehousing. The transferred assets encompass the entirety of the logistics activity that Enplater Alta Segarra, S.L. had been carrying out for the group.

Beneficiary company and terms of the spin-off

The beneficiary company, Enplater Logistics, S.L., is an already existing entity within the group Envases Plásticos del Ter, S.A. As from the spin-off, it is subrogated in all rights and obligations received from the spun-off company. In exchange, the shareholder of Enplater Alta Segarra, S.L. receives a proportional interest in Enplater Logistics, S.L., in accordance with the common draft terms of partial spin-off approved by the general meeting.

The notice states that shareholders and creditors may obtain the full text of the resolutions adopted and of the spin-off balance sheet submitted. In particular, creditors of the spun-off company may exercise the rights corresponding to them within the time limits and terms provided for in Article 13 of the aforementioned Royal Decree-Law 5/2023.

Signatory and registered office of the transaction

The notice was published with date and place of Sant Pere de Sallavinera and Torroella de Montgrí, on 14 August 2026. It is signed by the natural person representing Envases Plásticos del Ter, S.A. in her capacity as Sole Director of both companies involved: Enplater Alta Segarra, S.L. and Enplater Logistics, S.L.

• Representative: Mr. Josep Ramon Garganta Roman
• Positions: Sole Administrator of Enplater Alta Segarra, S.L. and Enplater Logistics, S.L., on behalf of Envases Plásticos del Ter, S.A.
• Notice identifier: A260036046-1
• Verification: https://extraboe.boe.es/arde

The partial spin-off of Enplater reflects a growing trend in the Catalan business landscape of separating auxiliary business units —such as logistics and transport— to gain efficiency and transparency in the management of industrial groups. For readers linked to the packaging and distribution sector, this operation may anticipate greater specialization of the group’s logistics subsidiaries and, potentially, a future opening of services to external clients.

Source: Official Gazette of the Commercial Registry (BORME), No. 158, Tuesday, August 18, 2026, Second Section (Announcements and legal notices — Company Spin-offs), p. 5941 (official reference: BORME-C-2026-4754, cve: BORME-C-2026-4754).