Ferrovial Energía will carve out energy assets in favor of Amber Eficiencia Energética

Ferrovial Energía SA will spin off part of its assets in favor of Amber Eficiencia Energética SL. The partial spin-off project was published on September 15, 2026, on the corporate website of the spinning-off company and is recorded in the Official Gazette of the Mercantile Registry (BORME) in issue number 185, dated September 24, 2026, under reference BORME-A-2026-185-28 and entry number 428626. The registration was carried out on September 17, 2026.

The announcement appears in the First Section of the BORME, which is dedicated to acts registered in the provincial mercantile registries, in this case, that of Madrid. This is an entry for “other concepts”: the registry notes that the partial spin-off project has already been released on the Ferrovial Energía SA website, a preliminary step before the operation’s approval by the competent body. The recorded data are as follows:

• Spinning-off company: Ferrovial Energía SA.
• Beneficiary company: Amber Eficiencia Energética SL.
• Project publication date: September 15, 2026.
• Registration date: September 17, 2026.
• Registry data: volume S 8, page M 12304, entry I/A 159.

A recently renamed beneficiary

Amber Eficiencia Energética SL is not a newly created company. Until early September 2026, it was called Ferrovial 015 SL, according to the change of corporate name registered on September 7, 2026, and published in BORME number 177, dated September 14, 2026 (entry 412878). In the same act, the company moved its registered office to Ribera del Loira 38 street, in Madrid, and modified its corporate purpose, which is now the manufacture, repair, and trade of electrical, instrumentation, and control devices.

The company also launched a new corporate website, hosted on the group’s domain: www.ferrovial.com/es-es/eficiencia-energetica/. A few days later, on September 10, 2026, it appointed Juan Carlos Cuesta Martín as proxy, an appointment published in BORME number 180, dated September 17, 2026 (entry 418131), under registry page M 796977.

A group that already reorganized its energy business in 2025

This is not the first operation of this type within the perimeter of Ferrovial Energía SA. In January 2025, the BORME published the partial spin-off project of Ferrovial Construcción SA in favor of Ferrovial Energía SAU, along with the partial spin-off of Ferrovial Energía SA in favor of Siemsa Control y Sistemas SA (BORME number 16, dated January 24, 2025, entry 37671). That operation was registered under the same registry page that now appears in entry 428626, M 12304.

The group had previously used this formula in the services business: in 2021 Ferrovial Servicios SA spun off assets in favor of Redwood Eficiencia Energética SL, in an operation published in the BORME on November 30, 2021.

Rights of shareholders and creditors

Partial spin-off implies the block transfer of a part of the assets of the spinning-off company to the beneficiary company, without the former being extinguished. The spin-off announcements published in this same bulletin invoke Article 44 of the Structural Modifications Law, which recognizes the right of the shareholders and creditors of the participating companies to obtain the full text of the project and the spin-off balance sheets, as well as an opposition period of one month from the publication of the last announcement of the agreement.

In this case, entry 428626 only certifies the publication of the project on the company’s website, not the approval of the operation nor its definitive registration; therefore, the spin-off must still complete its corporate and registry procedures.

The operation reorganizes the energy business of the Ferrovial group and transfers a part of the assets of Ferrovial Energía SA to Amber Eficiencia Energética SL, with direct effects on the shareholders and creditors of both companies. For creditors, the announcement opens the legal window to review the project and, if applicable, exercise their right of opposition; for the market, it confirms the corporate reorganization of the energy efficiency area under a specific company domiciled in Madrid.

Source: Official Gazette of the Mercantile Registry, no. 185, September 24, 2026, First Section, page 45108 (official reference: BORME-A-2026-185-28).