Merger by absorption of Promociones Uno Las Lomas by Cornisa del Suroeste

Cornisa del Suroeste, Sociedad Anónima (absorbing company) and Promociones Uno Las Lomas, Sociedad Anónima (absorbed company) have agreed to a merger by absorption, according to the announcement published in the Official Gazette of the Mercantile Registry (BORME) number 174, dated September 9, 2026, page 6115, with reference BORME-C-2026-4903. The agreement was adopted unanimously in the universal general shareholders’ meetings of both companies on August 5, 2026.

Legal framework and background

The operation is governed by Royal Decree-Law 5/2023, of June 28, which regulates the legal regime for structural modifications of commercial companies. The common merger project was signed on June 30, 2026, by the administrative bodies of both companies and was deposited in the Mercantile Registry of Las Palmas on July 27, 2026.

As a result of the merger, the absorbed company is extinguished and dissolved without liquidation, transferring its entire corporate assets en bloc to the absorbing company, which acquires all its rights and obligations by universal succession and increases its share capital to meet the approved share exchange.

Simplified regime and offer to minority shareholders

The absorbed company was directly owned by 90% by the absorbing company, therefore the simplified regime of Article 54 of RDL 5/2023 is applicable. Within this framework, the absorbing company has offered the minority shareholders of the absorbed company the acquisition of their shares at fair value, under the terms provided in the merger project and the aforementioned provision.

• The issuance of an Administrators’ Report was not required.
• An Independent Expert Report was not required, as the project contains the mentions established in Article 54.
• Since the merger was adopted in universal meetings and unanimously, the regime of Article 9 of RDL 5/2023 also applies.

Rights of shareholders, creditors, and employment

The legally required documentation and information have been made available to the employees and, where applicable, their representatives, in the manner provided for in RDL 5/2023. The announcement expressly states that the approved merger will have no consequences or impact on employment.

All shareholders and creditors of the two companies have the right to obtain the full text of the agreements adopted and the merger balance sheets, as well as the rest of the legally required documentation. Furthermore, creditors whose credits arose prior to the date of publication of the announcement may exercise the rights and actions recognized by Article 13 of RDL 5/2023.

The announcement is signed in Mogán, on September 2, 2026, by Luis Oller Daza, joint administrator of the absorbing company and the absorbed company.

Relevance of the operation

The merger consolidates the real estate business of both Canarian companies into a single entity, simplifying their corporate structure and eliminating the 90% cross-shareholding that already existed between them. For the minority shareholders of the absorbed company, the acquisition offer at fair value guarantees an exit under market conditions, while the lack of impact on employment and the processing under the simplified regime streamline the process.

Source: Official Gazette of the Mercantile Registry (BORME), no. 174, September 9, 2026, Second Section (Announcements and legal notices), p. 6115 (official reference: BORME-C-2026-4903).