Government authorizes transfer of shares of Hospital de Lisboa Oriental to Hygeia

The Government has authorized the transfer of shares held by the four minority shareholders of HLO — Sociedade Gestora do Edifício, S. A., the management entity of the Lisbon Oriental Hospital building, managed under a public-private partnership, to the dominant shareholder Hygeia — Edifícios Hospitalares, S. A., and the transfer of half of the latter’s capital to Serena HLO S.à.r.l. The decision is contained in Order No. 11424/2026, published in the Diário da República, 2nd series, no. 181, of September 17, 2026, signed by the Secretary of State for the Treasury and Finance, João Alexandre da Silva Lopes, and the Secretary of State for Health Management, Francisco Pinheiro Catalão.

The process was instructed by the Central Administration of the Health System, I. P. (ACSS, I. P.), in its capacity as the Public Contracting Entity of the Management Contract of the Lisbon Oriental Hospital, at the request of HLO itself. The transfer of shares between shareholders or to third parties is subject to prior authorization from the Public Contracting Entity, under penalty of nullity of the act, and the competence to grant it belongs to the members of the Government responsible for the areas of health and finance.

The transactions were submitted on July 21, 2026, for review by the Project Monitoring Technical Unit (UTAP), which issued a favorable opinion. The instruction conducted by ACSS, I. P. concluded that there were no grounds to question the suitability, technical capacity, or economic-financial capacity of Hygeia or HLO with the intended shareholder composition.

Exit of minority shareholders and reinforcement of Hygeia

The four minority shareholders collectively held 4% of HLO’s share capital, corresponding to 2,000 shares each, representing 1%:

• Infrared Infrastructure V Investments Limited (Infrared)
• Mota-Engil, Engenharia e Construção, S. A. (ME EC)
• Mota-Engil Europa, S. A. (ME Europa)
• Mota-Engil Ativ — Gestão e Manutenção de Ativos, S. A. (ME Ativ)

All holdings are transferred to Hygeia, which already held 192,000 shares, representing 96% of HLO’s share capital. With the operation, the minority shareholders cease to have any participation in the management company, with the transfer of rights and obligations as shareholders and full exoneration of the selling shareholders.

Serena enters with 50% of Hygeia

In parallel, ME EC, as the dominant shareholder of Hygeia, transfers holdings to Serena HLO S.à.r.l., which becomes an equal shareholder, with shares representing 50% of the share capital and voting rights. The remaining 50% remain under the ownership of ME EC and three companies of the Mota-Engil group, each holding one share of Hygeia’s share capital.

The order further authorizes the assignment of contractual positions and the consequent subjective modification of the annexes to the Management Contract, in particular the Shareholders’ Agreement of the Building Management Entity (annex 19), the Subscription and Capital Contribution Agreement (annex 20), and the Financing Agreements (annex 21).

Conditions and deadlines

The effectiveness of the authorization is subject to several conditions:

• Submission, within 30 days, of the commitment declaration required by ACSS, I. P., the draft of which is included in the applicant’s communication dated February 13, 2026.
• Submission, within 30 days, of documents certifying the absence of debts owed by Serena to the Tax Authority and Social Security.
• Submission to ACSS, I. P., within 30 days, of the final drafts of the amendments to the annexes, with the agreement of the Public Contracting Entity within 30 days after receipt.
• Delivery to the Public Contracting Entity, within 30 days after taking effect, of a certified copy of the instruments of assignment of the contractual position; failure to do so shall terminate the effectiveness of the authorization.

The order invokes articles 12 and 23 of Decree-Law no. 87-A/2025, of July 25, and article 149 of the Code of Administrative Procedure, and concludes that Decree-Law no. 111/2012, of May 23, is not applicable.

The operation changes the ownership and management of the company that builds and maintains the Lisbon Oriental Hospital, a public facility managed under a public-private partnership: the entry of Serena on equal footing with Mota-Engil and the exit of the minority shareholders change the shareholder balance, while the Management Contract and the obligations assumed towards the State remain fully intact.

Source: Diário da República, 2nd series, no. 181, of September 17, 2026, Finance and Health section, pág. 1-3 (official reference: Order no. 11424/2026).