We at Trinity are proud to have advised MASEN on the Noor Atlas Solar Program, comprising six photovoltaic plants delivering a total of 305 MW across Morocco financed by KfW, EIB and Bank of Africa.

Trinity provided expert advice on the execution of the tender process and led the negotiation of the project documentation, including EPC and O&M contracts. This involved structuring risk allocation across multiple sites, aligning technical and commercial interfaces, and ensuring bankable and deliverable contractual arrangements.

Partner Pierre Berheim and associates Sébastien Plamondon and Francesca Ngahane advised on EPC/O&M tendering and negotiation, whilst partner Marianna Sédefian and Yassine Allam advised on financing aspects.

We worked closely with local counsel Figes Mernissi, whose expertise and collaboration were essential throughout.

Congratulations to all stakeholders contributing to Morocco’s 2030 renewable energy ambitions!

Source: MASEN / www.masen.ma/en/Publications

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The Trinity team was led by Lucien Bou Chaaya (Partner), Jérôme Le Berre (Partner, Tax), Giuliano Lastrucci (Partner, Corporate/M&A), Martin Van Box Som (Lead Associate, Corporate/M&A), with the support of Jo Sykes (Partner, London), Rita Doureradjam (Associate, London), Maïlys Attiogbé (Associate, Paris), Victor Godard (Associate, Paris) and Kian Moradi (Trainee, Paris).

The post Trinity advises former Egis managers on the MBO of 6 African subsidiaries appeared first on Trinity International LLP.

This strategic transaction strengthens Netmore’s international footprint and technological capabilities in the rapidly growing Internet of Things (IoT) market.

Trinity advised Netmore with a team composed of Giuliano Lastrucci (Partner), Jérôme Le Berre (Partner) and Martin Van Box Som (Associate). The Trinity team was supported by Ekipe (Kevin Bouleau) on labour law aspects, Taliens (Jean-Frédéric Gaultier and Emilie Gras) on intellectual property aspects and Carve (Romain Travade) on competition law aspects.

The post Trinity advises Netmore on the acquisition of Actility appeared first on Trinity International LLP.

Introduction 

This month we look at trade between Africa and Southeast Asia and the growth in opportunities between these two dynamic regions.

Singapore partner and managing director, Maxime Damphousse shares his feedback from the Africa Singapore Business Forum, while our international arbitration team provide an analysis of asymmetric jurisdictional clauses and new requirements for their enforceability.

News

Singapore expansion

We are delighted to share that our Singapore office continues to grow. Over the past few months, we have welcomed three new people to the office. Firstly, we are joined by Eric Filipink, who has relocated to our Singapore office from Washington DC. Eric is a Counsel at the firm with extensive experience in project finance and development, particularly in Central Asia, where he lived and worked for several years before joining Trinity International. His work in the region included various initiatives led by DFC and USAID. Akinwunmi Ajiboye also joined us as a Paralegal, and Michelle Lim has come on board as our first Legal Secretary in Singapore. We are looking forward to the new opportunities these additions will bring for our team in the region – and with plans to recruit further in the coming months, watch this space!

A round up of some notable activity includes:

Savannah Energy PLC

We are pleased to have advised Savannah Energy PLC on the signing of the sale and purchase agreement in relation to its proposed acquisition of Norfund’s interest in the 255MW operating Bujagali hydro project in Uganda, the 361MW Mpatamanga hydro project in Malawi (in development) and the 206MW Ruzizi hydropower project spanning Burundi, the DRC and Rwanda (also in development). The Trinity team was led by Senior Partner Paul Biggs and included members of our corporate team (Conrad Marais, Kanmi Lawson, Simone Izzard and Grigor Chobanyan), projects and finance team members (Patrick Leece and Demilade Banjoko) and was supported by tax partner Jérôme Le Berre. Bujagali in Uganda is a flagship East African power plant with an excellent 13-year operating and payment track record. Mpatamanga and Ruzizi III are advanced-stage developments which are expected to generate highly competitively priced electricity in their respective countries for the benefit of over 30 million people.

Government of the Seychelles

We are proud to have advised the Government of the Seychelles on the development, building, operation and maintenance of a 5.80 MWp Floating PV (“FPV”) plant located in the Providence Lagoon on Mahé Island. The African Legal Support Facility.

The Facility for Energy Inclusion (FEI), managed by Cygnum Capital, will act as sole lender for a $5.7 million senior debt facility to finance Qair Group renewable energy assets in the Seychelles.

This financing will be used for the Project. The plant will play a critical role in advancing Seychelles’ energy diversification efforts, reducing reliance on imported fossil fuels, stabilising electricity costs and taking a significant step toward achieving the national target of sourcing 15% of energy from renewables by 2030. We are delighted to be advising on this fantastic initiative.

IPP energy project in Mauritania

We are delighted to have advised The African Legal Support Facility and the Government of Mauritania on the country’s first concession contract for an IPP energy project in Mauritania. This $300 million public-private partnership, signed on 12 September in Nouakchott, marks a major milestone in Mauritania’s energy transition.

The project is a hybrid power plant with 160 MWp of solar, 60 MW of wind and a 370 MWh battery storage system, the first of its kind in Mauritania. It will provide a guaranteed 60 MW and ensure a stable daily supply of 60 to 100 MW, helping to meet rising demand and drive the shift to renewables.

The project was one of the first to be developed under the Desert to Power initiative’s Independent Power Producer Joint Protocol, a regional framework backed by the African Development Bank to attract private capital through standardised investment terms across 11 Sahel countries.

A special thanks to Leria Arinaitwe, Mariame Y. Bah and Yocoli Grace-Milca KONAN from ALSF, as well as to our consortium partners Okan Partners, The Energy Consulting Group AG and Exoseat , for their excellent collaboration and commitment in bringing this pioneering transaction to a successful close in record time.

The Trinity team was composed of Pierre Bernheim (Partner), Lucas Aichelmann (Associate) and Ilia Trufanov (Associate).

Mailo Solar Plant in Zambia 

We are very pleased to have advised The Standard Bank of South Africa on a $40 million loan facility for Solarcentury Africa, which will be utilised to fund the expansion of the Mailo Solar Plant in Zambia, to a capacity of 60MWp.

The Mailo Solar Plant is the first dedicated merchant solar power plant to trade power through the Southern Africa Power Pool (SAPP), marking a major milestone for SAPP and in the development of the renewable energy sector across the Southern African Development Community (SADC).

A special thanks goes to Barry Burland, Rinku Bhadoria, Elizabeth Handley, Rita Doureradjam and Aoife Murphy for getting this transaction over the line in record timing!

***

Asian Private Capital Eyes Africa’s Clean Energy Future Amid Chinese Retreat

The 8th Africa Singapore Business Forum (ASBF), organised by Enterprise Singapore from 26 to 28 August 2025, brought together leaders from government, business, and finance to strengthen economic ties between Africa and Asia. On 26 August, as part of the forum’s broader programme, Connect Africa – a platform that fosters collaboration between African and Southeast Asian business communities – hosted an event at the Singapore Cricket Club, convening investors, policymakers, and thought leaders to explore emerging trends in trade and investment between the two regions, with a particular focus on energy finance and private sector engagement.

Organised under the theme “Bridging Africa and Southeast Asia,” the Connect Africa panel discussion served as a platform to deepen dialogue and explore cross-regional investment opportunities — particularly amid changing trends in global development finance. Singapore based partner Maxime Damphousse participated in the panel which examined, amongst other salient topics, how private capital from Asia is poised to step into the space left by the decline of Chinese development finance in Africa, especially in clean energy.  This article touches upon, and further expands on, the key themes and insights shared during that discussion.

Reassessing the Role of Asian Capital

In recent years, Chinese development finance – once a cornerstone of African infrastructure funding – has been on the decline. Institutions like the China Development Bank and the Export-Import Bank of China, which previously played outsized roles in financing large-scale energy projects, have noticeably scaled back their commitments. This shift has prompted a broader reassessment of how Africa’s energy financing needs can be met, and who the emerging players will be.

At Connect Africa, panellists highlighted that this change should not be seen as a vacuum, but rather as a strategic inflection point – one that opens the door for more diverse forms of capital, particularly from Asia’s private sector.

It was highlighted that Asian private capital – particularly from countries such as Japan, India, and emerging Southeast Asian markets – is demonstrating a growing capacity and interest in bridging the financing gap in Africa’s energy sector. However, this private capital operates under different dynamics compared to the Chinese state-led investment model, placing greater emphasis on commercial viability, risk management, and sustainability.

Strategic Shifts in Investor Behaviour

Several key shifts are currently redefining how Asian capital is engaging with Africa’s energy sector:

• From state-driven to private-led: Unlike Chinese policy bank funding, which was heavily state-driven and focused on large infrastructure, the new wave of Asian capital is private, commercially oriented, and risk-sensitive. This means more emphasis on returns, governance, and long-term sustainability.
• From large-scale to modular: Asian investors are moving away from mega energy projects to smaller, scalable, and technology-enabled solutions — such as solar mini-grids, distributed generation, battery storage, and digital energy platforms. These solutions are more adaptable to Africa’s diverse geographies and can address energy access gaps in rural areas.
• From ownership to partnership: There is a noticeable trend toward joint ventures, co-investments, and blended finance. Investors from Asia – and other parts of the world – are increasingly collaborating with African development finance institutions, governments, and multilateral bodies to de-risk investments and align with local development goals.
• From carbon-intensive to climate-aligned: With the global shift toward net-zero, private investors are actively seeking clean, ESG-compliant opportunities. Africa’s solar potential and renewable energy ambitions are now squarely on the radar of climate-conscious investors across Asia.

Country-Specific Momentum

Japan was singled out as a leader in de-risking strategies and quality infrastructure investment. Through entities like the Japan International Cooperation Agency (JICA) and the Japan Bank for International Cooperation (JBIC), Japanese firms are selectively engaging in clean energy projects in Africa – particularly in geothermal and energy efficiency – using mechanisms supported by development finance institutions to help de-risk investments and encourage private sector participation.

India, too, is playing a pivotal role. Its development diplomacy and the International Solar Alliance (ISA) have become important vehicles for promoting solar energy cooperation with African countries. Indian companies are investing in rural electrification, off-grid solar, and transmission infrastructure, particularly in East Africa, where cultural and business ties run deep.

Meanwhile, Southeast Asian investors, particularly from Singapore, are increasingly engaging in Africa’s energy transition. Singaporean climate funds and sustainable finance initiatives are actively exploring opportunities across the continent, signalling growing interest in supporting clean energy projects and infrastructure development.

Challenges Remain – But So Do the Opportunities

Despite the momentum, the panellists also underscored persistent challenges that must be addressed to unlock Asian private capital at scale. These include:

• Legal and regulatory uncertainty in some of the key African markets;
• Insufficient pipelines of bankable projects;
• Gaps in governments’ technical and project development capacity; and
• Persistent perceptions of risk that can deter cautious investors.

Given that investment capital gravitates toward markets with transparent and manageable risk, strengthening regulatory frameworks, ensuring policy predictability, and deepening collaboration with development finance institutions and governments are essential to unlocking Asian capital for Africa’s energy transition.

A New Chapter for Asia-Africa Energy Cooperation

While Chinese finance may be declining in Africa’s energy space, it is not the end of Asia’s engagement. Rather, it is the beginning of a more nuanced, private sector-led approach. This next chapter prioritises innovation, sustainability, and partnership.

As ASBF concluded, the atmosphere was one of cautious optimism – grounded in the recognition that, while the road ahead may be complex, Asia and Africa have never been more aligned in their shared interest in advancing a green, inclusive energy transition and deepening economic cooperation through expanded trade, investment, and innovation.

***

Asymmetric jurisdiction clauses: New requirements for enforceability in the European Union. Are they still fiT for purpose?

By Laragh Lee, Pietro Bombonato, and James Dingley.

Asymmetric jurisdiction clauses: New requirements for enforceability in the european unioN. Are they still fiT for purpose?

Whilst a recent judgment from the Court of Justice of the European Union (“CJEU”) affirmed the in-principle validity of asymmetric jurisdiction clauses, it nevertheless placed not inconsiderable constraints on their content and form and, hence, their commercial and practical appeal.

Parties who are considering including asymmetric jurisdiction clauses in new contracts, or who are already bound by agreements containing them, should take careful note of the judgment and its implications for the legal enforceability of such clauses within the EU and their effectiveness in practice – and consider whether their interests might not be better served with another dispute resolution mechanism such as an exclusive jurisdiction clause or arbitration agreement.

I.   INTRODUCTION

1. Asymmetric jurisdiction clauses require one party to a contract to refer disputes arising out of a contract to a designated forum, whilst affording the other party to the contract the option to refer any dispute as may arise to either a different competent national court or another dispute resolution mechanism entirely (such as arbitration).
2. The liberty to choose the jurisdiction in which to commence proceedings before national courts has made asymmetric jurisdiction clauses popular with financial institutions and lenders on the basis that it affords them the greatest legal flexibility to pursue claims in any jurisdiction in which they might identify that a defaulting counterparty may hold assets, thereby avoiding the need for separate enforcement proceedings and increasing the probability, and speed, of recovery.
3. The English courts have consistently upheld the validity of asymmetric jurisdiction clauses (and continue to do so).[1] However, their enforceability in the European Union (“EU”) has been subject to a degree of uncertainty in light of the Brussels I Regulation, which governs jurisdiction in civil and commercial matters in the EU. The French courts in particular have raised doubts about the compatibility of asymmetric jurisdiction clauses with the Brussels I Regulation’s objectives of legal certainty, transparency and foreseeability. As a result, the French courts have historically held asymmetric jurisdiction clauses to be invalid where such clauses fail to identify the courts of competent jurisdiction with sufficient certainty. On the other hand, the courts of several other Member States (including Italy, Spain and Ireland) have traditionally held that asymmetric jurisdiction clauses are enforceable without the need for such a degree of specificity. Despite the reluctance of the French courts to enforce such clauses, asymmetric jurisdiction clauses continued to be extremely attractive commercially for financial institutions and, therefore, frequently included in financial instruments.
4. The question as to the validity of asymmetric jurisdiction clauses was referred to the CJEU in 2023 by the French Cour de Cassation in the case of Società Italiana Lastre SpA (“SIL”) Agora SARL(C-537/23) (“Lastre”).
5. In its judgment of 27 February 2025, the CJEU has now provided consistency on this previously inconsistent position. Whilst the CJEU did impose some limitations on the validity of asymmetric jurisdiction clauses, this development is therefore welcome as it provides much-needed legal certainty for commercial parties. By the same token, however, the limitations imposed raise significant questions about the legal flexibility and commercial and practical appeal of such asymmetric jurisdiction clauses which had hitherto been their main attraction. Parties considering using them should therefore consider, on a case-by-case basis, whether they might be better served by selecting an exclusive jurisdiction clause or another dispute resolution forum entirely (such as arbitration).

II.    KEY QUESTIONS: EU OR NATIONAL LAW – AND ARE THEY VALID?

6. In Lastre, the clause in question provided that disputes arising out of or in connection with the agreement would be resolved by the Court of Brescia, Italy, while SIL “reserve[d] the right to bring proceedings against [Agora] before another competent court in Italy or elsewhere”.[2]
7. The CJEU addressed two key questions, namely: (i) whether the validity of an asymmetric jurisdiction clause should fall to be determined by reference to either (a) EU law (the Brussels I Regulation) or (b) the domestic law of the Member State to whose courts disputes are to be referred under the jurisdiction clause in question; and, (ii) if the question fell to be determined by EU law, whether asymmetric jurisdiction clauses are valid in principle as a matter of EU law.

III.   KEY FINDINGS OF THE COURT

8. In deciding the first question, the CJEU ruled that, in order to ensure that the interpretation and application of EU law is consistent, the intrinsic validity of asymmetric jurisdiction clauses must be determined with reference to EU law, not the national law of the jurisdiction whose courts would be seized of jurisdiction under the asymmetric jurisdiction clause in question.
9. From the perspective of EU law, this is an important step in as far as it ensures that a jurisdiction clause which is valid in one EU Member State will also be held to be valid in every other Member State, thereby providing commercial consistency and certainty.
10. In respect of the second question as to the intrinsic validity of asymmetric jurisdiction clauses under EU law, the CJEU ruled that, as one of the key principles in the Brussels I Regulation is freedom of choice, such clauses are valid provided they state the “objective factors”[3] on which any courts are selected.
11. Per the CJEU:a.  Said “objective factors” must be sufficiently precise for the court seized under the clause in question to be able to determine whether it has jurisdiction. In doing so, the CJEU appeared to limit the range of courts which may be validly specified to the “courts of one or several States which are either Members of the European Union or parties to the Lugano II Convention”[4] – therefore not including the courts of England & Wales; and

    b.  The reference to “another competent court […] elsewhere” in the asymmetric clause under its review was interpreted by the CJEU as including courts outside the EU and the Lugano II Convention.[5] The CJEU held that, under such interpretation, the jurisdiction clause in Lastre (which provided for “another competent court in Italy or elsewhere”) would be contrary to the Brussels I Regulation as it undermines the Regulation’s principles of legal certainty, transparency and foreseeability by allowing jurisdiction to be determined by reference to the conflict of laws rules of a third country rather than to EU law.

12. Whilst the CJEU’s decision seems to have considered the entire clause at issue as invalid, it did not expressly rule that it was, and instead sent the issue back to the referring French Cour de Cassation for determination. At the time of writing, the case is currently pending before the French courts. Their findings will be significant.

IV.   IMPLICATIONS OF THE CJEU’s DECISION FOR CONTRACTING PARTIES

13. It is clear that the findings of the CJEU in the Lastre decision require a more cautious and considered approach to the drafting and use asymmetric jurisdiction clauses. As a result of this judgment, EU Member State courts that previously had no objection to widely drafted asymmetric jurisdiction clauses must now align with the requirements set out by the CJEU that:

    Asymmetric jurisdiction clauses in the EU context should state the objective factors according to which the court to which the dispute should be submitted can be decided; and

    The asymmetry should be limited exclusively to jurisdictions within the EU or Lugano II jurisdictions (on the basis that any reference to a non-EU or Lugano II jurisdiction would run the risk of incompatibility of the clause with EU law and, hence, of it being held to be invalid).

14. In determining: whether to opt for an asymmetric jurisdiction clause at all (i.e. would it, if called upon, help achieve the desired commercial aim); whether it would be held to be valid as a matter of EU law; and, if it were, how to draft it, consideration should therefore be given to relevant laws in each of the following jurisdictions:

    a.  The jurisdiction of the governing law of the agreement in question;

    b.  The jurisdiction of any proposed court or arbitration proceedings (if different from the jurisdiction of the governing law);

    c.  The jurisdiction in which contractual counterparties are domiciled; and

    d.  The jurisdiction in which contractual counterparties’ assets are located (i.e. where any resultant judgment would need to be enforced as a practical matter).

V.     CONCLUSION & PRACTICAL CONSIDERATIONS

15. When considering whether to include an asymmetric jurisdiction clause, parties should consider carefully in which jurisdictions enforcement against any available assets will need to take place.
16. If enforcement against assets located solely within EU Member or Lugano II Convention States is all that is required, then an asymmetric jurisdiction clause limited to specified national courts within those EU Member or Lugano II Convention States may well be the answer.
17. If that is the case, and parties intend to incorporate an asymmetric jurisdiction clause in their agreements, then, based on the Lastre decision, to ensure that the asymmetric jurisdiction clause will indeed be enforceable in EU Member States, they should adopt the following best practice:
    
    a.  Jurisdictional Scope: The asymmetric jurisdiction clause should clearly designate courts within the EU Member and/or Lugano II Convention States only and should avoid vague terms such as “any competent court […]”

    b.  Clarity and Precision: The clause should use objective and precise criteria for determining jurisdiction.

    c.  Mutual Understanding: The clause is agreed by both parties, clearly communicated to both parties, and prominently displayed in the contract (for example, not hidden in the fine print).

    d.  Legal Certainty: The wording of the clause allows parties to predict with reasonable certainty which court will have jurisdiction.

18. If, on the other hand, enforcement against assets located in EU Member States, Lugano II Convention States and a range of potentially unknown ‘third’ States (such as e.g. the United States) is required, then the parties’ interests may be better served by either: (i) an exclusive jurisdiction clause, which restrict both parties to the national courts of a single jurisdiction (such that the issues raised in Lastre do not arise); or (ii) an arbitration agreement referring disputes to arbitration seated in a New York Convention State, such that any resultant Award can be enforced in any of the 172 contracting States that have ratified it.
19. Since the UK’s departure from the European Union, the English courts are, of course, not required to follow the Lastre decision and, given the consistency of their own previous decisions, are unlikely to depart from their established practice regarding the legal validity asymmetric jurisdiction clauses and will therefore continue to uphold them. However, as the UK is neither an EU Member State nor a party to the Lugano II Convention, limiting the scope of asymmetric jurisdiction clauses to the courts of EU Member and/or Lugano II Convention States (as required by Lastre in order to ensure their validity) would then prima facie preclude parties from initiating proceedings before the English courts.
20. Parties are advised to carefully consider the wording of any asymmetric jurisdiction clauses already in existence, and when negotiating future contracts. Whilst asymmetric jurisdiction clauses that designate both the courts of (i) EU Member and/or Lugano II Convention States and (ii) third-party states risk being held invalid in an EU Member State, they may still be upheld in the third-party state (which will remain a matter of the court’s discretion). Parties should therefore also give careful consideration as to the jurisdiction in which they should initiate proceedings arising out of existing contracts which contain an asymmetric jurisdiction clause that may fall foul of Lastre.
21. The Lastre decision does not close the discussion on the validity of asymmetric jurisdiction clauses and further clarity may be needed on the implications of this judgment. The Lastre decision does however largely remove the perceived open-ended legal flexibility of an asymmetric jurisdiction clause providing for the referral of disputes to courts of both (i) EU Member and/or Lugano II Convention States and (ii) third-party states, such that contracting parties’ interests may in fact be better served by seeking specialist advice and selecting either an exclusive jurisdiction clause or another dispute resolution forum (such as arbitration).

[1] See Etihad Airways PJSC v Flöther ([2020] EWCA Civ 1707) and Hipgnosis SFH 1 Ltd v Manilow ([2025] EWCA Civ 486; Sir Julian Flax C, with LJJ Phillips and Snowden agreeing).

[2]  Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23), para. 17.

^[3]  Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23), para. 67.

^[4]  Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23), para. 67.

^[5]  The Lugano Convention 2007 (Lugano II Convention) is an international treaty negotiated by the EU on behalf of its member states with Iceland, Norway and Switzerland. It attempts to clarify which national courts have jurisdiction in cross-border civil and commercial disputes and ensure that judgments taken in such disputes can be enforced across borders.

The post Focus – Autumn 2025 edition appeared first on Trinity International LLP.

Vietnam’s electricity demand continues to rise alongside strong industrial growth. The country’s power supply remains heavily reliant on thermal power, particularly coal and gas-fired plants, which together account for more than 60 percent of installed capacity. While renewables have expanded rapidly in recent years, persistent regulatory and payment challenges are testing investor confidence.

This client alert explores recent legal reforms, the evolving role of thermal generation, key developments in the renewables space, and emerging opportunities across the power sector.

1. Regulatory Overhaul and the New Electricity Law

Effective February 2025, Vietnam’s revised Electricity Law and its implementing decrees (including Decree 56 and Decree 61) introduce major changes to the power market. These include:

• competitive project bidding for both renewables and thermal projects;
• clearer fuel cost pass-through mechanisms, especially for LNG and domestic gas projects;
• direct power purchase agreements (“DPPAs”) between generators and large consumers; and
• streamlined licensing for offshore wind, biomass, and grid-scale battery storage.

These reforms improve legal certainty and are expected to enhance the bankability of new projects, particularly cleaner thermal assets such as LNG-to-power facilities.

2. Thermal Power – Continued Relevance and Policy Support

Coal-fired power remains essential for baseload supply and continues to carry a significant share of daily electricity generation. However, pressure to reduce emissions has prompted the government to prioritize the development of LNG-based thermal generation. These projects now benefit from improved tariff transparency, fuel cost recovery clauses, and policy support under the Power Development Plan VIII (PDP8) and its April 2025 amendments.

Gas-fired plants are also seen as a flexible complement to intermittent renewables. Investors in this segment should monitor PDP8 implementation closely, especially regarding LNG import infrastructure and grid connections.

3. Renewable Energy – Tariff Framework Developments

Feed-in-tariffs (“FiTs”) were highly successful in attracting both international and local investors to Vietnam’s renewables sector. However, in recent years, the policies have undergone continuous revisions following the expiration of the FiT regulations.

For many projects that began but were not fully completed before the FiTs expired (referred to as “transitional projects”), there have been numerous reports of ongoing discussions with EVN regarding the applicable tariffs. Additionally, there have been reports of increased scrutiny on some earlier projects concerning their qualification for FiTs.

While these factors, along with the not always fully available curtailment protections, have created some uncertainties during the interim period, the recently introduced DPPA mechanism aims to serve as a substantial mitigant. DPPAs offer a potential alternative by allowing generators to sell electricity directly to large consumers, potentially enhancing revenue stability and reducing dependence on EVN. Specifically, the grid-connected DPPA model, recently approved by the government, facilitates such transactions via the national transmission system, offering a scalable option for corporate buyers.

Although the DPPA framework is still in the early stages of implementation and does not fully address existing risks associated with legacy contracts, it could provide a robust basis for new renewables projects, particularly those located near large consumers, such as industrial parks.

4. Considerations for Investors and Lenders

Investors and lenders should adapt their strategies to reflect the evolving regulatory and risk landscape. Key actions include:

• conducting detailed due diligence on PPA structures;
• renewing focus on LNG and modern gas-fired projects, which now enjoy stronger regulatory support;
• exploring corporate PPA and rooftop solar opportunities to avoid grid-related and curtailment concerns;
• engaging actively with regulators and industry associations to shape future reforms; and
• monitoring the rollout of Decree 56 for updates on competitive procurement frameworks.

5. Key Due Diligence Areas and Opportunities

Key Due Diligence Areas

Key Opportunities

Conclusion

Vietnam remains a compelling power market, driven by strong demand fundamentals and ambitious energy transition goals. Cleaner gas-fired thermal power continues to offer stable investment opportunities. The regulatory framework for renewable energy is transitioning from FiT tariffs to new opportunities through DPPAs. Successfully navigating evolving regulations, offtakers’ credit, and payment risks, while targeting lower-carbon thermal and resilient renewable projects, will be key to thriving in Vietnam’s power sector going forward.

Thank you to Andersen in Vietnam for their contribution to this article.

Key Contacts

Max Damphousse, Partner and Managing Director of Trinity International (Singapore) Law Pte. Ltd.

Fiona Gulliford, Partner and Head of Asia-Pacific

Tom Eldert, Partner and Head of Trinity International (US) PLLC

The post Trinity Topics: Vietnam Power Sector in Transition – Key Investment Trends and Opportunities appeared first on Trinity International LLP.

Introduction 

In this edition, Singapore partner and Head of Asia, Fiona Gulliford and Washington DC associate, Sonia Forcada, explore “blue finance” trends in Latin America and Asia-Pacific.

Paris partner, Pierre Bernheim, and senior associate, Alexis Giroulet, look at the electricity law developments in the DRC.

In April, a cross-regional team of Stéphane Brabant (Senior Partner, Paris), Lucien Bou Chaaya (Global Head of Extractive Industries, Dubai), Adekanmi Lawson (Counsel, London) and Fiona Gulliford (Head of Asia-Pacific, Singapore) embarked on a visit to Shanghai and Beijing. Read their trip report below.

News

Trinity’s London office continues to strengthen its global disputes practice. Having welcomed James Dingley as a partner earlier this year, the team has now been joined by senior associates Pietro Bombonato and Ben Ainsley Gill.

Pietro joins Trinity from Omnia Strategy. He is a dual qualified lawyer (England & Wales and Italy) and a disputes specialist. In his professional practice, he has regularly been instructed by States and multinational corporations in international arbitration (treaty-based and commercial) and litigation proceedings. His instructions have spanned a variety of sectors including media and telecommunication, financial services, insurance, mining, agriculture, advertising and sports with a particular connection to Eastern Europe and the wider CIS region, Africa and the Middle East.

Ben is an English-qualified arbitration specialist with experience of commercial and investment disputes across a range of sectors under the principal arbitral rules, applying both common and civil laws. His disputes experience includes energy and infrastructure, construction mega-projects, real estate and commodities. Prior to joining Trinity, Ben also gained valuable in-house experience with a French multi-national.

Trinity’s London disputes team is able to assist Trinity’s clients across all aspects of contentious matters (arbitration and English litigation). The team is working on several sizeable instructions in respect of disputes in a wide range of jurisdictions and continues to work closely with the transactional practice advising clients in relation to a variety of investments in the energy sector across Africa.

Deal News

Since the last edition of Focus, we are proud to have been recognised in a number of industry awards:

At the IJ Global Awards, Europe and Africa held in London on 5 March 2025:

• Legal Adviser of the Year (Africa)
• Power Deal of the Year (Africa) – Nant Energy CCGT Plant, Sierra Leone

At the IFLR Africa Awards held in Cape Town on 7 March 2025:

• Francophone Africa International Firm of the Year
• Deal of the Year (Loans) – CrossBoundary Energy Financing
• Deal of the Year (Projects) – Western Area Power Generation Project: Sierra Leone

We are also proud to have advised on the following transactions in recent months:

• The African Trade & Investment Development Insurance (ATIDI), a long-standing client of Trinity in connection with the structuring and implementation of ATIDI’s Regional Liquidity Support Facility (RLSF), successfully finalised its latest RLSF agreement during the Africa Energy Forum.  The agreement will support Globeleq’s 35 MW Menengai Geothermal Project in Kenya, and is the first ever RLSF policy in Kenya and the first for a geothermal project.  Once operational, Menengai will deliver clean, reliable power to Kenya’s grid. To date, ATIDI’s RLSF has supported 9 projects across 4 countries, enabling 181.95 MW and mobilizing USD323.7 million in financing.  The Trinity team advising ATIDI included partner Jo Sykes, and associate Rhiannon Lock.
• Globeleq in relation to a share purchase agreement (signed on 19 June 2025) with Norfund, for the proposed acquisition of a 51% equity stake in the Zambian entity, Lunsemfwa Hydro Power Company Limited (LHPC). LHPC operates two hydroelectric power plants totalling 56MW and is constructing a 20MW solar PV project. The remaining 49% of LHPC is owned by Wanda Gorge Investments, a Zambian based infrastructure investment company.

Africa Energy Forum (AEF)

The Trinity team, including representatives from our London, Paris and Singapore offices, attended the Africa Energy Forum in Cape Town in June.  The conference was, as ever, very well attended and provided a great opportunity to catch up with friends and colleagues working on sustainable development and impact finance transactions across the African continent.  We were delighted to welcome over 300 of our clients to our party on the Tuesday evening, to thank them for their ongoing support and celebrate their numerous achievements over the past year.

Office moves

Finally, both our London and Washington DC offices have moved! You can now find us at:

63 Queen Victoria St, London EC4N 4UA

and

1025 Thomas Jefferson St. NW, Suite 400 West, Washington, D.C. 20007.

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Blue Bonds in Emerging Markets: Trends in Latin America and Asia-Pacific

Introduction

Blue bonds are a type of sustainability bond specifically designed to finance marine and ocean-based projects that support the blue economy—a sustainable use of ocean resources for economic growth, improved livelihoods, and ocean ecosystem health and comprise initiatives such as reduction of ocean plastic pollution, marine ecosystem restoration, sustainable shipping, eco-friendly tourism, or offshore renewable energy[1].

Projects financed by blue bonds are aligned with related Sustainable Development Goals (“SDGs”), including SDG 14: Life Below Water, and often also with SDG 6: Clean Water and Sanitation. To meet these goals, blue bonds must have clear environmental objectives, track how funds are used, and report on use-of-proceeds[2].

Currently, there is no dedicated regulatory framework for blue bonds. In practice, most of these instruments follow The International Capital Market Association (“ICMA”) Green Bond Principles, with adjustments to reflect the specific needs of ocean-focused investments[3]. As interest for these instruments grows, market actors are requesting clearer definitions, additional guidelines, and legal frameworks to help scale blue finance. Even though the regulatory framework is still taking shape, Latin America has become a leader in blue bond activity. The region is well positioned to do so: over 25% of the population lives near the coast and marine territory often exceeds landmass. The oceans play a key role in local economies through tourism, shipping, aquaculture, and fishing, and act as natural buffers against climate change[4]. But these ecosystems face increasing pressure from overuse and pollution. In response, countries across the region have launched a series of innovative blue finance transactions. These deals, often supported by Multilateral Development Banks (“MDBs”) and Development Finance Institutions (“DFIs”), have shown how blue bonds can help fund marine conservation efforts, while meeting economic goals[5]. As more institutions explore these instruments, Latin America can offer important lessons on what works, what doesn’t, and how legal and financial structures can be designed to contribute towards ocean and marine-focused goals. In this article, we will also look at how the Asia Pacific region is leading the global blue bond market, showcasing initiatives for both emerging market debt reduction and marine sustainability, driven by strong regional dependence on the marine ecosystem, increasing multilateral and NGO involvement in blue finance initiatives, growing interest from regionally based ESG-focused investors, and a region that comprises Pacific and Indian ocean island nation territories vulnerable to climate change. With the right frameworks and partnerships, blue bonds could become a cornerstone of Asia’s sustainable development and climate resilience strategy.

Blue Bond Market Activity in Emerging Countries

Latin America

Since early 2023, Latin America has accounted for nearly half (49.1%) of all global blue bond issuance[6]. Countries like Ecuador, Colombia, Costa Rica and Brazil are increasingly pursuing blue finance. As part of this growing movement, in 2024, the Latin American Stock Exchange (“Latinex”) held its second bell-ringing ceremony for climate finance, celebrating the recent achievements in the listing of thematic and sustainability-linked bonds, including the region’s growing focus on water and ocean conservation projects through capital markets[7].So far, transactions in Latin America have followed two main paths: private sector-led blue bond issuances by commercial banks and sovereign or blended-finance structures, involving public institutions and international partners.

On the private side, BBVA Colombia issued its first blue bond with IFC support to fund coastal conservation. Banco Internacional in Ecuador raised $79 million for sustainable fisheries and aquaculture, and Banco Nacional in Costa Rica issued a bond for marine-coastal initiatives with the backing from IDB Invest. Banco Bolivariano launched a tourism-linked blue bond, the first of its kind[8].

On the public and sovereign side, Belize established a funding scheme that now finances over 35% of its marine protected areas and aims to be self-sufficient by 2026[9]. Similarly, Ecuador executed a $1.6 billion debt buyback and issued a $656 million bond to fund Galapagos marine conservation efforts[10]. These innovative structures have been key examples of how blue finance can be leveraged for environmental and economic impact.

These recent transactions also demonstrate the growing need for DFIs to get involved and contribute to de-risking blue projects and supporting local financial institutions to enter the market. For instance, IFC mobilized capital in the region through a $150 million loan to SABESP in Brazil, a $40 million deal with Banco Internacional, and a $160 million sustainable loan to Produbanco in Ecuador to expand its blue economy initiatives[11].

These early deals are giving other private actors a roadmap for how to structure and enter the blue finance market. Domestic and regional banks are beginning to explore their own blue frameworks, and regulators have started considering mechanisms for identifying and verifying blue finance instruments. In the future, national banks may play a larger role in providing capital to build investor confidence in this emerging space[12]. Moreover, a more harmonized regional framework may allow for the creation of platforms that facilitate cross-border investment and project pooling[13].

Asia-Pacific

Asia, particularly Southeast Asia, is emerging as a critical hub for blue finance due to its deep reliance on marine ecosystems for food security, livelihoods, and climate resilience. However, the region faces severe challenges: (i) overfishing and declining fish stocks (e.g., catch rates in the South China Sea have dropped by up to 75%); (ii) marine biodiversity loss, with nearly 60% of regional shark and ray species threatened; and (iii) underfunded conservation efforts, with less than 3% of Southeast Asia’s national seas formally protected.  Coastal economies like Indonesia, the Philippines, and Fiji are beginning to explore blue finance to fund sustainable fisheries, climate adaptation, and marine biodiversity preservation

Globally, the blue bond market is still nascent but growing rapidly. Since the first issuance by Seychelles in 2018, over $5 billion in blue bonds have been issued, with a 92% compound annual growth rate between 2018 and 2022. In Asia, there has been a surge in blue finance instruments, and good examples of this include:

Small-scale Fisheries Impact Bond (“SFF Bond”): Launched in Jakarta in 2025, the SFF Bond is a world-first in financing sustainable small-scale fisheries. Developed by Rare, a global conservation organization, with support from the UK’s Blue Planet Fund (financial support), the Ocean Risk and Resilience Action Alliance (structuring and coordination), the Pershing Square Foundation (initial feasibility funding) and the UK Department for Environment, Food & Rural Affairs UK (outcome funder). The SFF Bond supports community-led fisheries management, aiming to revitalize ecosystems while improving local livelihoods and sustainability in small-scale fisheries. The bond uses an outcomes-based financing model, where investors are repaid based on verified ecological and social results—such as improvements in coral reef health and biomass recovery. It focuses on establishing Managed Access with Reserves in Southeast Sulawesi, empowering artisanal fishers and enhancing marine biodiversity.

Indonesia Coral Bond: This innovative bond was launched in 2024 and channels capital into coral reef restoration and marine biodiversity protection. As an outcome-based bond, it also aims to enhance ocean biodiversity and improve the management of over 5 million hectares of marine protected areas in Indonesia. It builds on the model of the World Bank’s earlier Wildlife Conservation Bond and is structured to link investor returns to measurable improvements in coral reef health and management effectiveness. It was issued by the World Bank in collaboration with the Government of Indonesia, the Global Environment Facility, the International Union for Conservation of Nature, and a commercial bank. The bond leverages blended finance to attract private investors, while ensuring ecological outcomes.

Asian Development Bank (“ADB”) Blue Bond: The ADB Blue Bond has had multiple issuances since it was first launched in 2021 and has been deployed to fund projects in Asia-Pacific that support marine biodiversity, sustainable fisheries, and coastal resilience, including coral reef protection in the Philippines, mangrove restoration in Indonesia, and sustainable aquaculture in Vietnam.

Blue Alliance Impact Loan Facility: Whilst this is a debt facility rather than a blue bond, it forms an important part of the overall blue finance package in Asia. The facility provides concessional loans to projects that align with blue economy principles. The Blue Alliance Impact Loan Facility was established by Blue Alliance in partnership with BNP Paribas (through its Impact Investment team) and the Global Fund for Coral Reefs, co-led by the United Nations Capital Development Fund. The facility is designed to provide impact loans to support reef-positive businesses operating in and around Marine Protected Areas (“MPAs”). It combines grants and concessional loans to fund early-stage enterprises in sectors like responsible ecotourism, community-based aquaculture, blue carbon credit, and sustainable fisheries. The goal is to generate sustainable income streams for MPA management, while addressing local ecosystem threats and supporting coastal livelihood. In practical terms, it has supported initiatives ranging from mangrove restoration to sustainable aquaculture across Southeast Asia.

Debt-for-nature swaps. A recent example of a debt of nature swap was the US-Indonesia agreement. In a landmark agreement, the U.S. and Indonesia executed a debt-for-nature swap that redirects debt repayments into marine conservation programs. Essentially, this means that the creditor (in this example the US Government), agrees to reduce or cancel part of a developing country’s debt, and the debtor country (in this example Indonesia), commits to using the equivalent value of the forgiven debt for environmental purposes. A debt agreement is established outlining the terms of the swap. Funds are channelled into a conservation fund, often managed by a local trust or NGO, which will support environmental projects such as marine conservation, reforestation, or biodiversity protection. These projects deliver both long-term ecological and social benefits, while easing the country’s debt burden. This model is now being explored by other nations in the region.

These instruments all aim to blend philanthropic capital, public funding, and private investment to scale marine protection and sustainable ocean use. China has also piloted blue bond programmes with issuances from the Bank of China and China Development Bank, aimed at funding marine pollution control, port decarbonization, and sustainable aquaculture.

Blue Bond Market Activity in Emerging Countries

Blue bonds are gaining attention, but the legal and regulatory framework still isn’t fully in place. In Latin America and Asia-Pacific, most deals so far have needed support from MDBs and DFIs to help with structuring and risk-sharing. In emerging market jurisdictions, sponsors, investors, MDBs, and other market participants face the following legal and regulatory challenges:

• Lack of standardized national frameworks: Many jurisdictions lack specific legal frameworks for blue finance. There is no universally accepted framework for what qualifies as a “blue” bond and this can create confusion among issuers and investors. It is often the role of legal advisors like Trinity to align local practices with international frameworks, like ICMA’s Green Bond Principles[14].
• Defining eligible use of proceeds: Currently, there is no consensus on what qualifies as a “blue” activity[15]. This lack of clarity can create uncertainty for issuers, investors and other market participants. This absence of a universally accepted definition of a “blue” bond or “blue” loan can lead to “blue-washing” (i.e. mislabelling of bonds as environmentally beneficial). Legal advisers, finance parties, issuers and interested parties need to work together to define and justify the eligibility of specific projects, such as sustainable fisheries, wastewater treatment, or coastal tourism, under SDG 14. Without a clear justification, transactions may struggle to meet disclosure expectations, avoid blue-washing concerns, and secure support from MDBs and DFIs.
• Risk-sharing mechanisms: Transactions backed by guarantees, like the 2023 IFC-backed electric ferry in Uruguay, require detailed discussions on how to divide and allocate risk in the contract[16]. These deals often involve multiple public and private parties with different expectations and risk tolerances. Agreements must be carefully drafted to define responsibilities and assumption of risks, address potential consequences if targets aren’t met (i.e. in the event of underperformance issues), and ensure the guarantee is enforceable under local law.
• Cross-border legal issues: Some bonds issuances, like Ecuador’s Galapagos deal, involve marine areas beyond national jurisdiction[17]. This can make it difficult to determine which legal frameworks apply, who is responsible for oversight, and how environmental commitments will be monitored and enforced. In such cases, including clear contractual provisions assigning obligations (e.g. reporting, third-party verification) will be key.
• Disclosure and reporting obligations: Currently, due to the lack of binding regional standards, issuers such as Banco Bolivariano, in the Latin American context, are expected to create their own reporting frameworks in order to inform investors and MDBs about environmental impacts[18]. This frequently requires close collaboration with investors and MDBs to reach consensus on important metrics, timelines, and formats. For first-time issuers in particular, the absence of consistent criteria may result in delays and higher transaction costs.
• Coordinating with multiple stakeholders: In cases like Belize’s funding scheme, legal teams must ensure alignment across public authorities, MDBs, and project developers to enforce environmental commitments[19]. In Indonesia, aligning national marine policies with local community needs and international investor expectations has proven difficult. This results in delays in project rollout and difficulty in meeting agreed milestones. Local communities are often not adequately consulted or involved in project design, and as a consequence in coastal areas of the Philippines and Vietnam, fishing communities have resisted conservation measures that restrict access to traditional fishing grounds. The outcome is social pushback, reduced compliance, and reputational risks for issuers.
• High Costs and lack of capacity: Structuring blue bonds—especially those involving blended finance or outcome-based models—can be complex and expensive. Smaller countries or projects may find it financially unfeasible to issue blue bonds – and in regions like Asia where blue bonds would ideally be deployed to support environmental initiatives in small Pacific and Indian islands – costs can make this a disproportionately expensive form of funding. Ocean-related projects are also vulnerable to climate change impacts like sea-level rise, coral bleaching, and extreme weather, which also affect project viability and investor confidence, with impacts on pricing. Many potential regional investors are unfamiliar with ocean finance and its risk-return profile, and emerging market countries often lack the technical expertise and institutional frameworks to design, monitor, and report on blue bond projects which are needed to attract investors. This further impacts the potential pool of investors in an already limited market. Taking Asia as an example, this means there is only a small pipeline of viable projects in the region, thus even when capital is available, it may not be deployed effectively due to lack of viable opportunities. In Malaysia and Thailand, many promising initiatives lack feasibility studies, business models, or clear revenue streams.

Recent transactions have illustrated a recurring set of legal and regulatory issues, including fragmented ESG requirements, uncertainty around blue-eligible activities, and cross-border cooperation challenges. Legal and financial advisors who understand both the financing structures and policy environment can help market participants translate blue and ocean-related environmental goals into enforceable contracts; define eligibility and impact criteria; define risk-sharing structures; and ensure compliance with local and international regulation. This support is especially critical where public and private actors are working together in emerging market jurisdictions under unique and often innovative structures.

Conclusion

Blue bonds are still a small part of the sustainable finance market, and Latin America has emerged as an early leader in both innovation and volume, with Asia also pushing ahead as a leader of innovative forms of blue bonds and other forms of blue finance. Transactions in Belize, Ecuador, Colombia, and Costa Rica, supported by institutions like IFC and IDB Invest, show that the model works when combined with strong structuring support and de-risking tools[20]. In Asia, the creation of outcome-based bonds, sustainability based blue loan facilities, and the debt for nature swaps have been both impactful and innovative and are creating a blueprint for the protection of marine environments and the marine economy. There is a clear MDB and DFI mandate to create viable blue financing transactions, with an expected US$90 trillion allocation in infrastructure over the next decade including investments largely in or around coastal regions[21].

The blue finance market is nascent but exciting, and there is enormous scope for legal and financial advisors with experience in development finance to design credible, bankable frameworks, de-risk the transaction process, and ensure regulatory alignment from structuring through to impact reporting.

[1] International Finance Corporation, Blue Finance, IFC, https://www.ifc.org/en/what-we-do/sector-expertise/financial-institutions/climate-finance/blue-finance (last visited June 2, 2025).

[2] IDB Invest & U.N. Global Compact, supra note 1.

[3] IDB Invest & U.N. Global Compact, supra note 1; International Finance Corporation, supra note 2.

[4] IDB Invest, Business Trends in Marine Conservation: Unlocking a Sustainable Blue Economy in Latin America and the Caribbean (June 2023), https://idbinvest.org/en/publications/business-trends-marine-conservation-unlocking-sustainable-blue-economy-latin-america.

[5] Id., Aliya Shibli, Why Latin America Is Capitalising on the Nascent Blue Bond Market, The Banker (Apr. 4,2024), https://latinfinance.com/topics/esg/2024/08/15/blue-bonds-gain-ground-in-latam-as-climate-finance-solution/.

[6] Aliya Shibli, supra note 6.

[7] Latinex, Latinex Celebrates Its Second Bell Ringing for the Climate: New Milestones in Emissions Themes and Sustainability, LATINEX (November 18, 2024), https://www.latinexbolsa.com/en/news/latinex-celebrates-its-second-bell-ringing-for-the-climate-new-milestones-in-emissions-themes-and-sustainability/.

[8] LatinFinance, Blue Bonds Gain Ground in LatAm as Climate Finance Solution (Aug. 15, 2024), https://latinfinance.com/topics/esg/2024/08/15/blue-bonds-gain-ground-in-latam-as-climate-finance-solution/

[9] IDB Invest, supra note 5.

[10] Rafael Janequine, Bryan Popoola & Joydeep Mukherji, Latin American Sustainable Bond Issuance To Rise in 2024, S&P Glob. Ratings (Feb. 27, 2024), https://www.spglobal.com/ratings/en/research/pdf-articles/240227-sustainability-insights-research-latin-american-sustainable-bond-issuance-to-rise-in-2024-101593792.

[11] International Finance Corporation, supra note 2.

[12] Aliya Shibli, supra note 6; IDB Invest & U.N. Global Compact, supra note 1.

[13] IDB Invest & U.N. Global Compact, supra note 1.

[14] IDB Invest & U.N. Global Compact, supra note 1; International Finance Corporation, supra note 2.

[15] International Finance Corporation, supra note 2.

[16] LatinFinance, supra note 9; International Finance Corporation, supra note 2.

[17] IDB Invest, supra note 5; Rafael Janequine, Bryan Popoola & Joydeep Mukherji, supra note 11.

[18] Aliya Shibli, supra note 6.

[19] IDB Invest, supra note 5.

[20] IDB Invest, supra note 5; Aliya Shibli, supra note 6.

[21] Aliya Shibli, supra note 6.

Our Experts

Fiona Gulliford – Partner, Head of Asia-Pacific

Sonia Forcada, Associate, Washington D.C.

***

Democratic Republic of Congo – Amendment to the Electricity Law

The Democratic Republic of Congo (“DRC”) is home to approximately 105 million inhabitants, the vast majority of whom still lack access to electricity. The overall electrification rate stands at around 9%, rising to 30% in urban centres but falling to only 1% in rural areas.

DRC’s national electricity company, Société Nationale d’Electricité S.A. (SNEL), which is the main operator of the transmission and distribution networks operates approximately 7,000 kilometres of high-voltage lines for a country covering 2,345,000 km².

Further, due to historical and economic reasons, SNEL’s transmission and distribution networks are concentrated around regions with mining projects, particularly in the former Katanga province (with a main transmission line of 1,700 kilometres connecting the Inga hydropower plants to the cobalt-rich Kolwezi region) and in the Kivu region. As a result, numerous provinces and urban areas, some inhabited by several million inhabitants, are not connected to SNEL’s transmission network.

In recent years, several initiatives have aimed at developing “metro-grids” (i.e., mini-grids designed to supply densely populated areas not connected to the national grid).

The cornerstone of DRC’s electricity sector legal framework is Law No. 14/011 dated 17 June 2014 as supplemented by Law No. 18/031 dated 13 December 2018 (the “Electricity Law”).

The Electricity Law has recently been amended through Ordinance-Law No. 25/025 dated 5 February 2025, amending the Electricity Law (the “2025 Ordinance”).

Aiming at simplifying the implementation of electricity projects in rural and peri-urban areas, the amendments to the Electricity Law are particularly relevant to mini-grids, as the main innovation of the 2025 Ordinance is the creation of an “isolated mini grid licence for rural and peri-urban areas” (the “Isolated Mini Grid Licence”).

Such Isolated Mini Grid Licence allows its holder to carry out electricity generation, transmission, distribution and sale activities under a single licence (rather than having to obtain both a distribution concession and a production licence or concession, or to operate under a public service concession).

However, the legal regime applicable to an Isolated Mini Grid Licence is not detailed in the 2025 Ordinance, raising some key issues:

• Procurement Procedure:

The 2025 Ordinance provides that concessions and licences are to be awarded in accordance with a decree from the Prime Minister, setting forth the award procedure for electricity sector contracts.

Such decree has not yet been published. It is expected to be an implementing decree that will specify the licence and concession award procedures and likely and likely replace the current Decree No. 18/052 dated 24 December 2018.  setting This sets forth the conditions for operator selection, and for the award, amendment, and revocation of concessions, licences and authorisations in the electricity sector.

• Territorial Scope:

The 2025 Ordinance introduces the Isolated Mini Grid Licence for “rural and peri-urban areas” without providing a definition of these terms. Hence, it is unclear whether an Isolated Mini Grid Licence could be used in the context of a “metro-grid”.

Given the various metro-grid projects currently under development in DRC, it would have been appropriate to clarify the territorial applicability of the Isolated Mini Grid Licence regime and to ensure that urban areas are not excluded.

• Competent Authority:

The 2025 Ordinance provides that the Isolated Mini Grid Licence is granted by the “competent authority”, following the approval of the electricity regulatory authority, namely Autorité de Régulation du Secteur de l’Electricité (the “Regulatory Authority”), but does not specify whether this refers to the central government authority or a provincial authority.

For generation and transmission concessions only, the 2025 Ordinance clarifies that the central government is the competent authority for generation projects with a capacity of 5 MW or more, and for transmission lines operating at 36 kV or higher.

For both bankability reasons (limited creditworthiness of provinces) and practical implementation (provinces may lack experience with complex project finance contractual structure), sponsors and lenders may prefer that Isolated Mini Gird Licence be issued by the central government.

• Duration of an Isolated Mini Grid Licence:

The 2025 Ordinance does not specify the term of an Isolated Mini Grid Licence.

It would be advisable for the implementing decrees of the 2025 Ordinance to specify a sufficiently long duration to allow investors to recover their investments — or even to omit a maximum term, as is the case with generation concessions under Article 52 of the Electricity Law.

• Public Domain:

A combined reading of Articles 46 and 66 of the Electricity Law suggests that generation and distribution activities performed on State public domain must be carried out under the concession regime.

However, the 2025 Ordinance introducing the Isolated Mini Grid Licence does not specify whether project sites located on State public domain or State private domain are treated differently.

In addition to introducing the Isolated Mini Grid Licence, the 2025 Ordinance includes several other noteworthy changes:

• Compliance certificate:

Under Article 29 of the Electricity Law, the commissioning of infrastructure, particularly for electricity generation and distribution, is subject to obtaining a compliance certificate delivered by the Regulatory Authority.

The Electricity Law failed to provide a timeline for the Regulatory Authority to issue the compliance certificate, potentially leading to unjustified delays in commissioning.

To address this gap, and similarly to the approach taken by Ministerial Order No. 081/CAB/MIN/ENRH/18 dated 27 December 2018 (relating to the general specifications for electricity sector activities), the 2025 Ordinance now establishes a clear timeline: the Regulatory Authority, assisted by an independent expert, shall perform all necessary tests and issue the compliance certificate within one (1) month from the compliance certificate application. If no response is given within that timeframe, the certificate is deemed granted and must be issued within ten (10) days following the expiry of the one-month period.

• Electricity Supply for Local Communities:

Article 54 of the 2025 Ordinance introduces a new obligation requiring that any holder of a generation concession or any self-producer must allocate at least 10% of their production for commercialisation to local populations and surrounding communities.

A ministerial order is expected to further detail the specific conditions for implementing this new requirement.

Our Experts:

Pierre Bernheim – Partner

Alexis Giroulet – Senior Associate

***

Trip Report – Shanghai

We were invited by our friends at Fangda Partners to take part in an “Africa Week” event hosted by the firm and inspired by the still-growing interest in China of investing in Africa. We also took the opportunity to meet with several private and state-owned entities with current and proposed investments on the continent across a wide range of sectors.

It was a pleasure to present, discuss and exchange with representatives of the Chinese mining and energy business community. For “Africa Week”, we led presentations and sessions on renewable power, mining, oil and gas and ESG and Business Human Rights (with Pierre Bernheim joining remotely from Paris for the renewable power session). We covered a variety of topics, including deal structuring, risk management and bankability, as well as crisis management, settlement, mediation and international arbitration, local content and ESG — including China’s new ESG rules based on the United Nations Guiding Principles.

While the sessions were primarily focused on Africa, there was also strong interest in other regions, allowing us to draw comparisons based on our experience in the Middle East, Asia and beyond.

We were particularly impressed by the growing interest of Chinese companies in long-term sustainable investment in Africa. The general consensus was, whilst there are issues that need to be carefully navigated (and documented through fair, robust documentation), Chinese led investment in Africa can have mutually beneficially outcomes for all stakeholders involved.

We received an incredibly warm welcome everywhere we went and are deeply grateful to Monica Sun and Jie Li (Fangda Partners), Crystal Lo (ON Legal Marketing), and all those who hosted us so kindly.

We look forward to continuing the conversation!

The post Focus – Summer 2025 edition appeared first on Trinity International LLP.

Introduction

As part of the global effort to combat climate change, carbon offsetting has become a crucial tool for mitigating greenhouse gas emissions. One increasingly popular mechanism for supporting decarbonization initiatives is the pre-purchase of carbon credits — a model that allows organizations to finance emission reduction projects while securing offsets for their own emissions. This approach has gained traction as entities seek innovative ways to meet their sustainability targets while also contributing to global decarbonization efforts.

At Trinity, we are actively engaged in carbon market transactions, including structuring projects where the pre-purchase of expected carbon credits plays a key role in project financing. We have been involved in many such transactions, advising both sponsors and financiers.

Decarbonization initiatives cover various types of mechanisms aiming at the removal, limitation, reduction, avoidance or mitigation of

greenhouse gas emissions, including for instance renewable energy installations, forestry projects (reforestation and afforestation), enhanced fuel-burning solutions (such as improved cookstoves) or soil- or earth-based solutions (biochar being an example). These initiatives, when structured in a certain manner, are eligible for carbon credits issued by recognized bodies (such as VERRA, Gold Standard or Puro.earth), who verify and certify the projects. The carbon credits issuance process involves rigorous validation and monitoring to ensure the credits are based on measurable and additional reductions beyond a business-as-usual scenario. Each of these bodies also organize trading markets for the carbon credits.

In this article, we explore the mechanics of pre-purchasing carbon credits, detailing its role in structuring financing solutions and examining the Verified Emission Reduction Purchase Agreement (VERPA), the fundamental legal instrument governing these transactions. The developments herein are limited to credits eligible to the voluntary carbon markets (as opposed to the regulatory market).

Structuring Project Financing through Carbon Credit Pre-Purchases

How does the pre-purchase of Carbon Credits differ from typical Project Financing?

The pre-purchase of carbon credits differs significantly from traditional project finance. Conventional project financing typically relies on the operational revenues of the project itself, with lenders evaluating cash flows, revenue projections, and debt repayment structures. In contrast, pre-purchase transactions hinge on the anticipated future value of carbon credits, making them more speculative in nature. Investors engaging in these transactions are often motivated not by direct financial returns but by the ownership of carbon credits, which investors can use for compliance, voluntary offsetting, or future resale.

This model introduces unique legal, tax, and regulatory considerations. Unlike traditional loans, pre-purchases do not involve repayment with interest but instead require the delivery of carbon credits upon issuance.

Consequently, such transactions are by their nature more complex, requiring careful evaluation of risks associated with project development, regulatory compliance, and market fluctuations in carbon credit pricing.

Tax and Regulatory Considerations

The tax treatment of carbon credit transactions varies by jurisdiction and can include value-added tax (VAT), income tax, and other levies. Some jurisdictions impose specific financial contributions on carbon credit revenues, necessitating thorough tax planning when structuring these transactions.

Given the cross-border nature of many decarbonization projects, tax treaties and transfer pricing regulations must also be considered to ensure compliance and ensure tax efficiency.

Regulatory frameworks governing carbon credits differ widely. Some jurisdictions classify carbon credits as financial instruments, while others treat them as commodities or intangible assets. In certain cases, the legal status of carbon credits remains undefined, leading to uncertainties regarding ownership rights, enforceability of contracts, and transferability across markets.

Additionally, some countries impose restrictions on foreign ownership of carbon credits, particularly in forestry-based projects, or require government approvals for their transfer. Compliance with local environmental laws, permitting requirements, and land ownership regulations is another critical factor in ensuring project viability.

Getting legal and tax advice early is key. Leveraging on its expertise, Trinity is able to assist its clients in navigating these tax and regulatory hurdles.

Structuring for Control, Ownership and Security

A fundamental challenge in structuring carbon credit pre-purchase transactions is ensuring that credits are issued to the appropriate entity.

Carbon credit standards generally recognize the “project proponent” rather than the ultimate owner as the recipient of issued credits, which can create complications when project sponsors operate through locally incorporated special purpose vehicles (SPVs) and/or with the support of other players in connection with the physical implementation of project development actions. Indeed, the “project proponent” is generally understood as the person or entity responsible for and controlling the development of the project.

To establish effective control and ownership, sponsors often employ complex shareholding structures and contractual arrangements. These structures must be carefully designed to address tax implications, regulatory concerns, and risk management considerations while ensuring that carbon credits are appropriately allocated to the entity receiving the financing from financiers or other intended recipients.

Moreover, another structuring item to be taken into account is the ability of the financier to obtain security to guarantee the value of the disbursed sums, e.g. by taking security over the project’s underlying asset (e.g. land or plant), the SPV’s shares or certain cash flows, and/or ensuring that it may direct or control transfers of ownership of the carbon credits issued in connection with the project.

We have assisted our clients in ensuring structures are aligned with these principles in various jurisdictions and continents.

The Verified Emission Reduction Purchase Agreement (VERPA): A Key Legal Instrument

Legal nature and purpose of a VERPA

A VERPA is a contractual agreement governing the pre-purchase of carbon credits. Unlike a loan agreement, which requires repayment with interest, a VERPA is a purchase agreement under which the financier provides upfront funding in exchange for the future delivery of carbon credits. This distinction is crucial in determining the rights and obligations of each party.

For the seller, typically the project developer, the VERPA provides necessary capital to advance the project, secure certifications, and fulfil monitoring requirements.

For the buyer, the agreement ensures a committed supply of carbon credits, often at a preferential rate, allowing them to meet offsetting goals or capitalize on potential value appreciation in the carbon market.

Key Provisions of a VERPA

Trinity has been increasingly advising on the drafting and negotiation of VERPAs, thus sharing with clients its experience of the fundamental provisions of these agreements.

Qualitative and quantitative determination of the carbon credits to be transferred

One of the most critical components of a VERPA is the definition of the carbon credits being sold. The agreement specifies the standard from which credits must be issued, such as VERRA, Gold Standard, or Puro.earth.

Additionally, the VERPA outlines the quantity of credits to be delivered. This can be structured as a fixed amount or as a percentage of the project’s total generated credits (minus a buffer that is required to be delivered to the standard issuing the credits itself), with provisions for overperformance or underperformance scenarios. In addition, the VERPA may provide for thresholds or caps, to limit the variation (upwards or downwards) of carbon credits that may be delivered.

Pricing and payment structure

Pricing and payment structures in VERPAs differ from standard carbon credit purchase agreements. Instead of pricing credits per unit, a VERPA typically establishes a total purchase price in advance.

Payments may be structured as lump-sum disbursements or staggered instalments tied to project milestones, ensuring that funds are released in a manner that aligns with project development needs.

Undertakings of the seller

The seller’s obligations under a VERPA include securing necessary certifications, adhering to rigorous monitoring and reporting requirements, and implementing actions necessary for timely credit issuance. These commitments are essential to mitigating risks associated with project underperformance, regulatory non-compliance, or credit issuance delays.

Conclusion

Pre-purchasing carbon credits through VERPAs represents a sophisticated intersection of environmental, financial, and legal considerations. This model provides an innovative means of financing decarbonization initiatives while enabling investors and corporations to secure carbon offsets in advance.

The complexities associated with tax treatment, regulatory compliance, and contractual structuring necessitate careful planning and expertise. Trinity is equipped with the corporate, financing, regulatory and tax capabilities that allow us to provide our clients with a tailor-made assistance on these transactions.

At Trinity, we believe that by leveraging VERPAs effectively, organizations can align their financial strategies with sustainability objectives while facilitating the development of impactful emission reduction projects.

Our Climate Finance Experts:

Giuliano Lastrucci – Counsel

Pierre Bernheim – Partner

Rinku Bhadoria – Partner

The post Trinity Topics: Carbon Offsetting through Project Financing: The Mechanics of Pre-Purchasing Carbon Credits appeared first on Trinity International LLP.

In this edition, arbitration partner Nastasha Peter and associate Mama-Sahale Souare review the context in which increasing amounts of environmental, social and governance (ESG) disputes may arise and provide recommendations as to how they should be addressed.

Counsel Pravesh Lallah analyses the potential for the green hydrogen sector in Morocco, highlighting the legal challenges and offering suggestions for regulatory reforms for a burgeoning industry.

Finally, senior associate Sina Abadie and associate Lucas Aichelmann summarise the significant changes brought by the recent revision of WAEMU foreign exchange regulations and its implications for project finance transactions and the mining sector.

News

We are pleased to announce that Trinity International recently opened its fourth office in Singapore.  At the same time, our other Trinity International offices continue to grow their teams.

Trinity International has now opened an office in Singapore, to be known as Trinity International (Singapore) Law Pte. Ltd., to service new and existing clients in the Asia-Pac region.  Currently the team advises lenders, sponsors and governments on ongoing transactions in Uzbekistan, Kazakhstan, Papua New Guinea, Mongolia, the Maldives, India, Sri Lanka, Laos, Cambodia, the Philippines and Indonesia. Partner Fiona Gulliford, Head of Asia-Pacific, has relocated to Singapore and will work together with Partner and Managing Director of the Singapore office, Maxime Damphousse. George Williams joins as Counsel in Trinity International’s new Singapore office. George has a wealth of experience advising on financings, investments and projects across the Asia-Pacific and has previously worked at Anglo-American in Singapore and Hogan Lovells and Gide in Vietnam.

In Paris, we welcome Jérôme Le Berre and Florian Quintard as partners, Rayan Keyrouz as counsel as well as Maïlys Attiogbé and Martin Van Box Som as associates.

As a recognised specialist in tax law, Jérôme brings twenty years of experience in the energy and natural resources sectors across Francophone and Anglophone Africa. His arrival allows Trinity to expand its offerings by adding tax expertise to its range of services, including transactional, project finance, regulatory, and arbitration support.

Florian Quintard also joins the Paris team as partner in the international arbitration practice. Florian is dual-qualified in Paris and England and Wales and has extensive experience in international arbitration, particularly in the construction and energy sectors.

Rayan has more than ten years of experience international arbitration and was previously a senior associate in Shearman & Sterling’s international arbitration team in Paris, Dubai and Abu Dhabi. He represents private companies, State entities and governments in investment treaty and commercial arbitrations under various rules, including ICC, CRCICA and ICSID arbitration rules.

Maïlys specialises in project finance and project development, with a particular focus on advising lenders and sponsors on cross-border energy and infrastructure projects located in developing regions, especially in Francophone and Anglophone Africa. Before joining Trinity International, Maïlys worked for three years as an associate at Clifford Chance.

Martin specialises in Corporate/M&A and Private Equity, with a particular focus on advising investors in their equity and quasi-equity transactions across various sectors in emerging markets, especially in Francophone Africa. Before joining Trinity, Martin worked for four years as an associate at Asafo & Co in Casablanca and Abidjan.

Senior Associates Anne-Gaëlle Cottenceau and Yassine Allam have both been promoted to counsel, effective 1 January 2025.

Trinity’s London office strengthen its global disputes practice by welcoming James Dingley as a partner. James is recognised for his expertise in international commercial and investment treaty arbitration proceedings, in which he has represented a range of States, State-owned entities and private entities. James brings more than 18 years’ experience of resolving complex, high value and politically sensitive disputes to Trinity. Consistent with the Trinity’s own profile, he has particular experience of disputes in the natural resources, energy & infrastructure sectors with a particular connection to emerging markets across Africa, the Middle East, Central and Southern Asia and the wider CIS region.

Our London office also welcomes Grigor Chobanyan as an associate specialised in project finance. Grigor is New York and English law qualified and speaks English, Russian and Armenian.

Sonia Forcada Hincapié joins our Washington D.C. office as an associate. Sonia is licensed to practice in Spain and recently received an LLM from Georgetown, sitting for the NY bar in February. She was most recently a lawyer at MIGA and has a number of years of experience in international corporate and M&A transactions.

In Deal News, since the last edition of Focus, we have been delighted to advise our clients in reaching the following milestones:

• In December 2024, London partner, Jo Sykes, assisted Etana Energy, a South African energy trading company, to achieve financial close in respect of an innovate US$100m default guarantee financing provided by GuarantCo and BII. The guarantee facility will allow Etana to offer credit support to renewable energy generators that it will purchase energy from for onward sale to Etana’s customers. It is expected that the $100m guarantee financing will unlock an estimated $500m of new renewable energy projects, providing a major boost to South Africa’s green energy transition and, in turn, avoiding 1.2 million tonnes of CO2-equivalent emissions annually. Etana’s business model has only recently been made possible by regulatory changes in South Africa that have opened up the opportunity for private power producers to sell electricity to business customers, highlighting the pioneering nature of the transaction.  Companies like Etana are looking to accelerate this opportunity, expanding the addressable market by buying renewable energy from private generators and selling that output to a portfolio of commercial customers by “wheeling” the electricity across the existing transmission network.
• Our London office advised The Emerging Africa & Asia Infrastructure Fund (EAAIF) as lender to a 20 MW solar photovoltaic (PV) plant in north-western Uganda. The project reached financial close in December 2024. EAAIF’s investment will support AMEA Power, the project’s sponsor, to develop critical infrastructure which will bring affordable energy to one of the most remote and underserved areas of Uganda. The project will help the region plug a significant gap between energy supply and demand, supporting remote communities and businesses to overcome frequent load shedding and blackouts and bringing power to hundreds of thousands of people. The project will further accelerate Uganda’s energy transition and reduce reliance on power generated from the highly polluting heavy fuel oil which is frequently used in the West Nile region and will also support Uganda’s plans to achieve universal energy access by 2040, up from around 50 per cent in 2022. The Trinity team, led by London partner, Jo Sykes, included partners Kaushik Ray, Lucy Johnson and Luke Muchamore, counsel Pravesh Lallah, consultant Gail Wong, senior associate Elizabeth Handley and paralegal Jemima Larbi.
• Our Paris office advised the Banque Ouest Africaine de Développement (BOAD), as lead arranger, and the Emerging Africa & Asia Infrastructure Fund (EAAIF) in relation to a commitment to finance € 28 million and € 24 million equivalent in local currency for the 52 MWc Ferke solar photovoltaic (PV) plant in Ferkessédougou, Côte d’Ivoire. The project will be developed by PFO Energies, a wholly owned subsidiary of PFO Africa – one of the largest construction companies in Côte d’Ivoire. This transaction is the first solar IPP in Côte d’Ivoire to announce financing. The team was led by partners Marianna Sedefian, Pierre Bernheim,  Luke Muchamore (London), with support of counsel Yassine Allam, senior associates Sebastian Plamondon and Alexis Giroulet and associate Maïlys Attiogbé.
• The Paris team advised FEI Ongrid LP on the financing of hybrid renewable energy assets, either already deployed or soon to be deployed in Mali by Communication and Renewable Energy Infrastructure (CREI). The project has reached financial close in December 2024. FEI Ongrid LP has committed up to USD 35 million in funding to support CREI’s initiative. CREI is a prominent asset management company with a diverse portfolio of telecom towers and renewable energy assets across Africa and Asia. Its core mission is to deliver sustainable energy solutions and connectivity to Mobile Network Operators (MNOs) and rural communities in developing regions. CREI operates as part of the global telecom services group, TwoThirtyThree Holding Group. The teams was led by partner Marianna Sedefian, with the support of counsel Yassine Allam and associate Maïlys Attiogbé, Associate.
• A team led by London partner Fiona Gulliford, together with senior counsel Barry Burland and lead associates Rita Doureradjam and Katchenin Kone, with support from associate Alexis Giroulet in Paris, on the financing side, and assistance from partners Rinku Bhadoria and Luke Muchamore from London on the project due diligence side, represented lenders, led by The Standard Bank of South Africa, and including Cygnum Capital, in respect of a US$140M senior debt commitment to CrossBoundary Energy to enable CrossBoundary Energy to scale up their renewable energy portfolio across Africa. The financing was fully underwritten by The Standard Bank of South Africa. This groundbreaking transaction brought together commercial and DFI funders committing to support the adoption of renewable energy solutions by businesses across Africa and reached financial close in December 2024. It is hoped that the financing will be the first step in accelerating CrossBoundary Energy’s scale up of its renewable power solutions to Commercial and Industrial clients across Africa, providing a reliable and affordable power source to support business growth in the region. The scale of the financing is significant in a market where access to finance remains an key barrier to companies accessing de-centralised power.
• A London team, led by partner Fiona Gulliford, and including partner Luke Muchamore, associates Katchenin Kone, Rita Doureradjam, Maksym Kodunov and with assistance from Paris partner Marianna Sedefian and counsel Yassine Allam, represented the European Bank for Reconstruction and Development in respect of the financing of the development, construction and operation of a 100 MW Sarimay Solar PV plant, located in the Khorezm region of Uzbekistan. The Project is being developed by French developer, Voltalia S.A. The financing consists of long-term senior debt of US$44.8 million, and includes an EU-backed unfunded guarantee under the EFSD+ HI-BAR program covering a US$ 7.0 million tranche. The Project is another step towards meeting the government of Uzbekistan’s strategic objective of expanding the proportion of renewable energy sources in its national energy mix, with the aim of establishing 25 GW of solar and wind power by 2030. The Project will play a significant role in mitigating the effects of climate change and assisting Uzbekistan in achieving its low-carbon transition target. The Project reached financial close in December.
• Trinity International’s Paris office has advised Qair International, an independent renewable energy company, in the context of the financing of a greenfield solar photovoltaic plant with a total capacity of 10-megawatt to be located in Feriana (Tunisia). The project, financed by EBRD and developed under Tunisia’s authorisation regime, will enable the country to reduce its CO2 emissions by 8,560 tonnes a year and to decrease its reliance on fossil energy. The project is in line with Tunisia’s goal of achieving 30% renewable energy production by 2030. Trinity’s team was led by partners Marianna Sedefian, Pierre Bernheim and Luke Muchamore with the support of counsel Yassine Allam.
• Trinity International’s Paris office has advised Anzana Electric Group (formerly Virunga Power) in relation to the development and financing of two run-of-the-river hydropower IPP projects (1.65 MW and 9 MW, respectively) in Burundi. The project, financed by TDB Group, has reached financial close in January 2025 and adds a significant supply of clean energy in a country where only 10% of the population has access to electricity. Trinity’s team was led by partners Marianna Sedefian, Pierre Bernheim with the support of counsel Yassine Allam and senior associates Alexis Giroulet and Sebastien Plamondon.

ESG Disputes in the Finance Sector

The financial sector plays a key role in achieving environmental, social, and governance (“ESG”) goals. The reason for this is easy to understand: a company’s ability and willingness to undertake a project frequently depends on the extent to which the project is bankable. Financial institutions can thus wield considerable power in determining whether a project is carried out, as well as setting the parameters that the project sponsor is required to respect.

Given the increasing awareness of the importance of ESG, the Trinity arbitration team has seen a rise in the number of disputes involving ESG obligations in facility agreements and other finance documents. We consider below the context in which these disputes arise, as well as our recommendations as to how they should be addressed.

1. ESG in the Financial Sector

Lenders are now increasingly aware of their potential to drive significant change in investment activity, and thus increasingly conscious of the need to adopt responsible ESG practices. A key driver of this awareness has been the discussions around mechanisms to tackle climate change. One of the objectives of the central document of the UNFCCC process, the 2015 Paris Agreement on Climate Change, is to make “finance flows consistent with a pathway towards low greenhouse gas emissions and climate resilient development”.[1]

When the Paris Agreement was adopted during COP21, six major Multilateral Development Banks committed a collective USD 100 billion to support climate change action.[2] Then, at COP26, the private finance sector formed the Glasgow Financial Alliance for Net Zero (GFANZ), bringing together existing and new net-zero finance initiatives into a unified strategic forum. As a result of this amongst other factors, there has been a rapid growth in ESG-linked products in the finance sector. These range from what are referred to as “use of proceeds” instruments, which impose strict requirements for the net proceeds from the relevant bond or loan to be used for the financing of specific environmental projects or assets, to more flexible or ad-hoc instruments.

On the “use of proceeds” end of the spectrum, green bonds and loans have historically had a slow uptake in African markets, but they are now becoming increasingly popular,[3] having for example been issued in Nigeria, South Africa, the Seychelles, Morocco and Egypt, with Zambia issuing its first green bond in 2023.[4] For borrowers requiring greater flexibility, there are a range of instruments which permit use of the funds for general purposes, but tie the cost of the loan or bond to the achievement of specific key performance indicators (KPIs).[5] These could range from objectives such as reducing greenhouse gas emissions or improving energy efficiency, to using renewable energy, reducing water usage, or increasing the use of recycled materials. At the other end of the spectrum, ESG standards have also had an influence on lending practices in plain vanilla finance agreements, with financial institutions imposing conditions on borrowers in these instruments as well.

It is important to recognise that, while this dynamic is most often encountered in the environmental sphere, there are also ESG-linked instruments targeted at social, human rights issues and governance issues as well. In all of these fields, financial institutions have taken on the mantle of stewardship and engagement, using their unique leverage to encourage companies to align with particular goals.

2. ESG Guidance and Standards in the Finance Sector

Given the importance of ESG in investment strategies, lenders have developed various sets of requirements for inclusion in their contractual documents. Typically, Development Finance Institutions (DFIs) and certain commercial lenders will have their own tailor-made schedule of ESG requirements that they will expect borrowers to adhere to. These may cover topics such as anti-corruption, respecting labour rights, environmental protection and so on, together with transparency and reporting obligations to monitor whether the obligations are respected.

In particular, in projects in which the International Finance Corporation (IFC) is a lender, the IFC’s Performance Standards on Environmental and Social Sustainability will usually play a large role in shaping the ESG requirements for the project. The IFC estimates that investments totalling USD 4.5 trillion across emerging markets have adhered to IFC’s Performance Standards or have been inspired by them in the last decade.[6] Similarly, in projects guaranteed by the World Bank’s Multilateral Investment Guarantee Agency (MIGA), clients are required to adhere to MIGA’s Policy on Environmental and Social Sustainability.[7]

Behind these requirements are a large number of initiatives, guidelines and other soft law instruments, which have been influential in developing and promoting best practice. These are too numerous to list here, but some of the best known are as follows:

• the numerous United Nations (“UN”) guidance documents, which in the finance domain include the six UN Principles for Responsible Investment[8] and the six UN Principles for Responsible Banking;[9]
• the Equator Principles, which were first introduced in 2003 and are now in their fourth version,[10] subscribed to by over 130 banks and other financial institutions across 40 countries.[11] The principles are intended to serve as a “common baseline and risk management framework for financial institutions to identify, assess and manage environmental and social risks when financing projects”,[12] and set out environmental and social standards as conditions for providing project-related loans and project finance advisory services to large infrastructure and industrial projects; and
• the Green Loan Principles, voluntary guidelines jointly developed by the Loan Market Association, the Asia Pacific Loan Market Association and the Loan Syndication, which are intended to help standardize green lending practices.[13] The Chancery Lane Project has released a set of draft clauses that can be used to incorporate the GLPs into facility agreements.[14]

Alongside these soft law instruments, lenders will also be concerned to ensure compliance with any applicable legal and regulatory requirements in the relevant jurisdiction, for example relating to the ESG reporting requirements.

As will be appreciated, the dense contractual and legal matrix created by these obligations is a fertile ground for disputes, and mechanisms to resolve these efficiently are essential for the incentivising effect of these standards to function properly.

3. Dispute Resolution Mechanisms in Finance-related ESG Disputes

While financial institutions tend to be wary of arbitration in the context of domestic facility agreements, international finance agreements do frequently include arbitration clauses. As a result, lenders and borrowers can and do use international commercial arbitration to resolve ESG-related disputes. The types of disputes arising in this context are many and varied: for example, they may concern ESG conditions precedent that the borrower is required to fulfil before it can draw down the loan, repeating representations and warranties during the course of loan, monitoring and reporting requirements, and so on.

Arbitration may also be pursued if a borrower’s breach of ESG obligations causes harm to third parties, such as a breach of human rights or environmental damage, and this in turn leads to reputational damage to, or claims against, the financial institution. There is a growing trend for third party stakeholders to bring claims against financial institutions and investors, precisely because of the leverage they have with borrowers,[15] and there is therefore a corresponding potential for indemnity claims to be brought by the lender under its contract with the borrower.

However, in the finance sector, arbitration is generally considered a last resort. Parties will often seek alternative solutions – and this is particularly so in the context of ESG breaches, where the ultimate aim of the lender may be to apply pressure to the borrower in order to ensure compliance with its obligations, rather than to obtain financial compensation. Indeed, the contract itself may contain such mechanisms, for example applying a margin ratchet to penalise the borrower for a breach of its ESG obligations. A dispute-averse approach is in line with the philosophy expressed in the European Union Directive of 13 June 2024 on corporate sustainability due diligence, which cautions that the hasty termination of an agreement for a breach of ESG obligations can cause more harm than good.[16] Similarly, the UN Guiding Principles on Business and Human Rights encourage companies to use leverage before considering termination of relationships.[17]

There are also alternative dispute resolution mechanisms available for third party stakeholders. For example, in projects involving the IFC or MIGA, there is an ombudsman which provides an independent accountability mechanism to hear complaints from individuals or communities affected by the project.[18]

It will therefore be clear that in this field, perhaps more than in any other, arbitration is only a part of the picture. Alternative dispute resolution may provide a forum for a wider dialogue that changes perceptions and behaviours and therefore achieves compliance with ESG obligations. Even where the dispute is intractable and arbitration is therefore required, the interests and motivations of the parties to the dispute (and non-party stakeholders) are complex, calling for creative procedural and substantive solutions.

Parties involved in such disputes should not hesitate to consider alternatives such as negotiation, early neutral evaluation, expert determination or mediation, alongside or prior to any formal disputes process. Those handling disputes in this field will require a broad toolkit, consisting not only of legal and financial acumen, but also of practical on-the-ground knowledge and an ability to listen with sensitivity to the viewpoints of many different stakeholders.

***

The Green Hydrogen Sector in Morocco: A Transformative Opportunity

Introduction

Morocco’s ambition to become a leading player in the green hydrogen sector is evident from its strategic initiatives and substantial investments. The country’s abundant renewable energy resources, particularly solar and wind, and large tracts of undeveloped land and coastline, position it favourably to harness green hydrogen, a clean energy source pivotal for global decarbonisation efforts. However, the development of this nascent sector is fraught with legal and regulatory challenges that need to be addressed to ensure its success. This article critically analyses the potential for the green hydrogen sector in Morocco, highlighting the legal challenges and offering suggestions for regulatory reforms for a burgeoning industry which has the potential to accelerate the industrialisation and modernisation of the North African kingdom.

Potential for Green Hydrogen in Morocco

Morocco’s strategic location, coupled with its significant renewable energy potential, makes it an ideal candidate for green hydrogen production. The Moroccan government has set aside approximately 1.5 million acres of public land for green hydrogen and ammonia plants, aiming to leverage its solar power capabilities and existing fertiliser market.  The national green hydrogen plan, dubbed “L’Offre Maroc” (the Morocco Green Hydrogen Offer) seeks to attract international investment and position Morocco as a competitive player in the global green hydrogen market.

The country’s commitment to renewable energy is further demonstrated by its ambitious targets to increase the share of renewables in installed electricity capacity from 39% in 2023 to 52% by 2030. Additionally, Morocco’s state phosphate agency, the Office Chérifien des Phosphates, plans to produce a million tonnes of green ammonia from green hydrogen by 2027, tripling this amount by 2032.

Legal Challenges in the Development of the Green Hydrogen Sector

Despite the promising potential, several legal challenges hinder the development of the green hydrogen sector in Morocco. These challenges include:

1. Land Allocation and Use: The allocation of land for green hydrogen projects is a critical issue. The Moroccan government has identified significant public land for these projects, but the process of land allocation, reservation, and leasing remains complex and bureaucratic. The preliminary land reservation agreements and detailed feasibility study agreements outlined in the Morocco Green Hydrogen Offer need to be streamlined to provide investors with greater certainty and reduce administrative burdens.
2. Regulatory Framework: According to research by the OECD, the existing regulatory framework for renewable energy in Morocco is less favourable compared to OECD countries and best-performing nations in the region. Early regulations governing renewable energy had a narrow scope and did not establish a clear framework for the relationship between renewable project developers and the state-owned electricity company, l’Office National de l’Electricité (ONEE). Although recent updates have improved the regulatory landscape, further work is needed to guarantee the sale of excess energy of self-producers to the grid operator and support the direct sale of renewable energy to end-users.
3. Infrastructure Development: The development of shared infrastructure, such as ports, transmission lines, pipelines, and water desalination plants, is essential for the operation and maintenance of integrated green hydrogen projects. The indicative timeline for the development of some shared infrastructure is set out in the Morocco Green Hydrogen Offer, but detailed timelines and access conditions are yet to be defined. This uncertainty can deter investors and delay project implementation.
4. Investment Incentives: While the Morocco Green Hydrogen Offer outlines investment incentives, such as custom duties exemptions and tax exemptions, the lack of a specific investment incentive scheme for integrated green hydrogen projects may limit the attractiveness of Morocco as an investment destination. The investment incentives under the new investment charter need to be more targeted and substantial to attract significant private sector investment.

Obstacles in the Moroccan Government’s Regulatory and Legal Frameworks

The Moroccan government’s regulatory and legal frameworks for the green hydrogen sector have been criticised for their complexity, lack of clarity, and insufficient support for private sector investment. The following points highlight these criticisms:

1. Bureaucratic Processes: The process of land allocation and project approval is bureaucratic and time-consuming, creating uncertainty for investors. The phased approach for land allocation and the requirement for multiple agreements (preliminary land reservation, detailed feasibility study, and framework investment agreements) add layers of complexity that can deter potential investors.
2. Regulatory Uncertainty: The regulatory framework for renewable energy and green hydrogen projects lacks clarity and consistency. The relationship between renewable project developers and ONEE remains ambiguous, and the regulatory updates have not fully addressed the challenges faced by private operators in competing with the state-owned utility.

Suggested Reforms and Initiatives

To ensure the success of the green hydrogen sector in Morocco, the following reforms and initiatives are recommended:

1. Integrate Moroccan needs into the green hydrogen strategy: By way of general statement, the African nations developing green hydrogen strategies have principally been targeting an export-focussed strategy with the much awaited X-Links project being a case in point: the gargantuan project is mainly structured to service the UK and Europe’s energy needs. Morocco (and other African nations in the region) should be cautious as to not become subject to an extractive strategy which would then materially affect its own industrialisation and modernisation phase which can be fuelled by green industry.
2. Streamline Land Allocation Processes: Simplify the process of land allocation, reservation, and leasing to provide investors with greater certainty and reduce administrative burdens. Establish clear guidelines and timelines for each stage of the process to enhance transparency and efficiency.
3. Enhance Regulatory Clarity: Further refine the regulatory framework for renewable energy and green hydrogen projects to provide clear guidelines for the relationship between project developers and ONEE. Guarantee the sale of excess energy of self-producers to the grid operator and support the direct sale of renewable energy to end-users.
4. Develop Shared Infrastructure: Define detailed timelines and access conditions for the development of shared infrastructure, such as ports, transmission lines, pipelines, and water desalination plants. Ensure that public-private partnerships for infrastructure development are transparent and efficient.
5. Strengthen Investment Incentives: Introduce a specific investment incentive scheme for integrated green hydrogen projects, offering substantial and targeted incentives to attract significant private sector investment. Consider additional incentives, such as grants, low-interest loans, and risk-sharing mechanisms, to enhance the attractiveness of Morocco as an investment destination.
6. Promote Public-Private Collaboration: Foster collaboration between the public and private sectors to leverage private sector expertise and resources. Establish a dedicated agency or task force to coordinate green hydrogen projects and facilitate communication between stakeholders.

Conclusion

Just as the development of oil and gas reserves has transformed the Middle East from deserted regions to thriving metropolises and playgrounds for the citizens of the world, the green hydrogen sector could have a similar if not greater impact on Morocco’s economic transformation and be a point of reference as to how a green industry can be the catalyst for our era’s industrialisation process.  Just as the Green March led to Morocco’s full political independence, green hydrogen could accelerate the North African kingdom’s accession to economic and energy resilience.

NEW FOREIGN EXCHANGE REGULATIONS IN THE WAEMU ZONE

In December 2024, the WAEMU member States adopted a new Regulation on external financial relations (R06).

Although the regulation does not fundamentally change the existing foreign exchange framework, it marks a significant shift in the BCEAO’s prerogatives by strengthening its role as a key institution in defining, monitoring, and implementing foreign exchange regulations.

Key changes:

1. Redefinition of Current Transactions: The list of current transactions has been narrowed to specific types of transactions, including flows of goods and services, as well as interest and dividend payments. The regulation is unclear whether certain transactions, such as insurance and reinsurance transactions, would fall into this category.
2. Foreign Investment Regulations: Direct investments outside the WAEMU zone remain subject to prior approval from the Minister of Finance, with external financing of at least 75% of the investment. Loans, guarantees and debt acquisitions outside the WAEMU zone are subject to the same regulatory framework. While this not a change introduced by R06, it is a useful reminder of a regime that is usually misunderstood.
3. Repatriation of export proceeds: The obligation to repatriate export proceeds is maintained, although the BCEAO is now responsible for setting (and, possibly, subsequently revising) the applicable deadline.
4. Enhanced Monitoring of repatriation requirements: A “Comité national de suivi du rapatriement des recettes d’exportation” will be established in each Member State to monitor compliance with the requirement to repatriate export proceeds. This monitoring will have two key aspects: in addition to monitoring exporters’ compliance, the committee will also ensure that intermediaries (such as local banks) comply with it. The composition and powers of this committee will be determined by the Minister of Finance of each Member State.
5. FX Bank Accounts: The opening and operation of foreign currency – onshore or offshore – bank accounts remain subject to prior authorisation of the Ministry of Finance, but the responsibility for determining (and, potentially, subsequently revising) conditions relating to the duration or renewal of such authorisations lies with the BCEAO, which may offer the prospect of regimes tailored to the operational requirements of each business sector.
6. Entry into force: While the R06 provides for entry into force upon its signature, the WAEMU Treaty, which provides for the entry into force of regulations upon their publication in the Official Bulletin of the WAEMU, should take precedence (i.e. the R06 should enter into force only when published).

As BCEAO has yet to issue instructions further clarifying the conditions of application of the R06, further developments may be on the horizon.

[1] 2015 Paris Agreement, Article 2.1(c).

[2] Joint Statement by the Multilateral Development Banks at Paris, COP21 Delivering Climate Change Action at Scale: Our Commitment to Implementation.

[3] Tom Minney, “Green bonds bloom in Africa”, 31 July 2024, in African Business: see https://african.business/2024/07/african-banker/green-bonds-bloom-in-africa

[4] See https://www.trinityllp.com/green-bond-zambia/

[5] International Capital Market Association, Sustainability-Linked Bond Principles, June 2020, p. 2.

[6] See https://www.ifc.org/en/what-we-do/sector-expertise/sustainability/policies-and-standards.

[7] MIGA, Policy on Environmental and Social Sustainability, 1 October 2013, para. 6 and MIGA, Guide Understanding MIGA’s Environmental and Social Due Diligence Process, 19 June 2018.

[8] The UN Principles of Responsible Investment are investor initiative in partnership with UN Environnement Programme Finance Initiative and UN Global Compact.

[9] The UN Principles of Responsible Banking are investor initiative in partnership with UN Environnement Programme Finance Initiative.

[10] Equator Principles, Activity Report 2023, November 2024, p.15.

[11] Equator Principles, Activity Report 2023, November 2024, p.38.

[12] The Equator Principles, EP4, July 2020, Preamble, page 3.

[13] LMA, the Asia Pacific Loan Market Association and the Loan Syndication, Green Loan Principles, February 2024.

[14] See: https://chancerylaneproject.org/clauses/green-loan-starter-pack/.

[15] Two recent examples are the claim brought by French environmental NGOs Notre Affaire à Tous, Les Amis de la Terre, and Oxfam France against BNP Paribas in the Paris Courts, alleging breach of the French Law on the duty of vigilance (articles L. 225-102-4 and L. 225-102-5 of the French Commercial Code) and the claim brought by the Dutch NGO Milieudefensie (Friends of the Earth Netherlands) against the bank ING in the Dutch courts, on the basis of a general duty of care under the Dutch civil code.

[16] European Union Directive EU n°2024/1760 of 13 June 2024 on corporate sustainability due diligence, preamble, para. 50: “In order to ensure that appropriate measures for the prevention and mitigation of potential adverse impacts are effective, companies should prioritise engagement with business partners in their chains of activities, instead of terminating the business relationship, as a last resort after attempting to prevent and mitigate adverse potential impacts without success.”

[17] UN Guiding Principles on Business and Human Rights 2011, Commentary, p. 22: “Where a business enterprise has not contributed to an adverse human rights impact, but that impact is nevertheless directly linked to its operations, products or services by its business relationship with another entity, the situation is more complex. Among the factors that will enter into the determination of the appropriate action in such situations are the enterprise’s leverage over the entity concerned, how crucial the relationship is to the enterprise, the severity of the abuse, and whether terminating the relationship with the entity itself would have adverse human rights consequences”.

[18] The Office of the Compliance Advisor Ombudsman: see https://www.cao-ombudsman.org/

The post Focus – Winter 2025 edition appeared first on Trinity International LLP.

Florian Quintard, dual-qualified in Paris and England & Wales, brings his expertise in international arbitration, particularly in the construction and energy sectors. Florian will further develop the firm’s arbitration practice and assist clients in resolving complex disputes.

Rayan Keyrouz, with specialized expertise in investment and commercial arbitration, particularly in the extractive industry (oil, gas, and mining), will enhance the firm’s service offering for this sector.

Trinity International’s Paris office significantly strengthens its international arbitration practice with two strategic hires. Florian Quintard joins as Partner and Rayan Keyrouz as Counsel. These arrivals enhance the existing practice, led by Partners Stéphane Brabant, Natasha Peter, and Lucien Bou Chaaya, alongside Senior Associate Ben Ainsley Gill, and Associates Francesca Ngahane, Yalda Khalifé, and Mama Sahale Souaré. The expanded team will work closely with the project and corporate departments, focusing on risk prevention and crisis management. This development reflects Trinity Paris’ ambition to build a strong arbitration practice to address complex disputes with innovative and pragmatic approaches.

Their respective expertise in institutional arbitration proceedings (including ICC, ICSID, LCIA) and ad hoc procedures, combined with their experience in pre-litigation management and alternative dispute resolution mechanisms, make Florian and Rayan a strategic asset for the firm’s growth. Trinity International strives to offer comprehensive services (projects, financing, corporate, tax, litigation) to support its clients in emerging markets, particularly in key sectors such as energy, infrastructure, and natural resources.

Florian Quintard has advised numerous clients on major construction cases related to infrastructure and energy projects, including Algeria’s East-West Highway, the ITER project, and the Flamanville EPR. He has also achieved several victories in investment arbitrations, including for Libya and Hungary.

Rayan Keyrouz has recently worked on key cases in the mining, oil, and infrastructure construction sectors across Africa and the Middle East.

Stéphane Brabant, Senior Partner in Paris, added: “Florian and Rayan, whose expertise is internationally recognized, support our rapidly growing practice in crisis management and alternative dispute resolution, particularly in Africa.”

Natasha Peter, Partner, stated: “The arrival of Florian and Rayan is a natural addition of skills and expertise. With their versatility and dynamic personalities, they embody Trinity’s DNA, centered on excellence and the quality of client relationships.”

Florian Quintard, Partner, commented: “Trinity offers an international environment with a human scale that fosters innovation and the development of a dynamic practice. Everything is designed to encourage the autonomy of partners within a collaborative framework. This environment will allow me to contribute to the growth of Trinity’s arbitration team and provide our clients with innovative solutions, prioritizing early dispute resolution to achieve amicable settlements for major conflicts.” He added:“With its exceptional growth in recent months, Trinity is committed to making its arbitration team a market leader, and further notable hires are to be expected in Paris and other offices.”

Rayan Keyrouz, Counsel, stated: “Trinity offers comprehensive and excellence-focused support for leading players in the extractive industry across the Middle East and Africa. I am delighted to contribute alongside the firm’s teams by supporting clients in pre-litigation and litigation phases, including investment arbitration proceedings.”

Trinity Paris now counts over 20 experienced lawyers specializing in projects, project financing, corporate and tax matters, as well as arbitration. They support clients from the early stages and throughout the lifecycle of their projects, including managing disputes that may arise.

About Florian Quintard – Partner

Florian Quintard qualified in England & Wales (Solicitor) in 2010 and Paris (Avocat au Barreau de Paris) in 2011. He graduated from the University of Paris II Panthéon-Assas and the University of Cambridge (2006), as well as the College of Law in London (2007). With over 15 years of experience, Florian has worked at leading international law firms such as Allen & Overy (London and Abu Dhabi, 2008-2010) and White & Case (Paris, 2010-2017). More recently, at Pinsent Masons (Paris, 2017-2024), he became a Partner in 2022 and led the Paris arbitration team for four years, establishing it as a market leader.

Florian is recognized for his expertise in commercial and investment arbitration, governed by ICC, ICSID, LCIA rules, or conducted in ad hoc proceedings. He advises a diverse clientele (states, multinationals, and foreign investors) on complex disputes related to strategic projects in energy, infrastructure, and natural resources. Florian is also known for his involvement in pre-arbitration procedures (dispute boards, mediation, expert determination) and has successfully negotiated settlements in complex disputes involving state entities. Additionally, Florian has taught English law at the French Bar School and arbitration law at the Universities of Nanterre and Nancy. He frequently shares his expertise at international conferences.

About Rayan Keyrouz – Counsel

Rayan Keyrouz was admitted to the Beirut Bar in 2015. He holds an LL.M. in Arab Business Law from the University of Paris II Panthéon-Assas (2012) and a Master’s degree in Litigation, Arbitration and Alternative Dispute Resolution from the French-speaking section of the Lebanese University (2011). He began his career in the international arbitration department of Shearman & Sterling, where he stayed for almost 10 years and practised in the Paris, Abu Dhabi and Dubai offices.

Rayan advises private companies, states and public entities in investment and commercial arbitrations under various rules (ICC, CRCICA, ICSID, etc.) and in contentious proceedings before state courts. In addition to his litigation and arbitration experience, Rayan advises clients on risk management for ongoing projects and pre-litigation strategies. He advises on a wide range of sectors, particularly in the extractive industries (oil, gas and mining), construction and infrastructure.

About Trinity International – https://www.trinityllp.com

Trinity International is a law firm dedicated to the natural resources, energy, and infrastructure sectors. The team advises investors and developers, commercial and development banks, as well as states.

Trinity International’s 60 lawyers are recognized for their experience in projects, financing, arbitration, and corporate law. The firm has significant expertise in natural resources, energy projects (renewables and thermal), oil and gas infrastructure, telecommunications, roads, and other transport infrastructure.

Since its founding in 2006, Trinity International has offered a unique service that combines expertise with innovative fee structures. This positioning, aligned with the interests of its clients and projects, fosters sustainable economic development in emerging markets and makes the firm a committed player.

Trinity International has offices in London, Paris, Washington, and Singapore and relies on a network of local lawyers.

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Senior associate Sébastien Plamondon looks at multi-contract structures in construction contracts, and practical solutions to manage interface risk in such structures. (Read more).

In Trinity News, we are pleased to announce that we continue to grow our team across our offices. In London, we welcome Pravesh Lallah as counsel, who joins us from his own political risk consultancy having also worked for several years at Allen & Overy. We also welcome Kahema Mungili as an associate specialised in projects and construction matters, who joins us from Clyde & Co. In addition, Darren Williams joins us as billing manager.

In Deal News, since the last edition of Focus, we have been delighted to advise our clients in reaching the following milestones:

• Our Paris office has advised Africa REN and Walo Storage SASU in relation to the Walo Storage project which reached financial close in July 2024. The Dutch development bank FMO and the Emerging Africa Infrastructure Fund (EAIF), acting through Ninety-One, fund manager of EAIF will invest up to a total of €32 million in syndicated debt into Walo Storage. Walo storage is the first battery storage project in West Africa dedicated to frequency regulation. In a country challenged by grid constraints due to limited spinning reserves and the ongoing integration of intermittent energy, the Walo storage project will bring much-needed stability to the local grid and reduce power outages. Furthermore, this initiative supports Senegal’s 2030 Universal Access goal by producing 16 MW from green energy sources and is anticipated to reduce carbon dioxide (CO2) emissions by 17 000 to 21 000 tpy. The Trinity team led in Paris by Partners Marianna Sédéfian, Pierre Bernheim, Luke Muchamore (London), with support from Senior Associate Alexis Giroulet. (Read more).

• Our Paris office has advised Scatec ASA and AEOLUS SAS on the successful financial close of the 100MW Sidi Bouzid & Tozeur solar projects in Tunisia. This major milestone marks a significant advancement in Tunisia’s renewable energy landscape. The total project cost, estimated at EUR 79 million, is being financed through a combination of non-recourse project finance debt, concessional loans, and equity contributions from the partners. The senior lenders for the projects include the EBRD and Proparco, with additional concessional financing provided by the Clean Technology Fund and the Global Environment Facility. The Trinity team was led in Paris by Partners Marianna Sédéfian, Pierre Bernheim, Luke Muchamore (London), with support from Senior Associates Yassine Allam and Sébastien Plamondon. (Read more).

• The Government of Malawi and Mkango Resources Ltd announced in July the completion of a Mining Development Agreement for the Songwe Hill Rare Earths Project to be developed in Phalombe, Malawi. The execution of the MDA marks a significant milestone for Malawi’s mining sector and is reflective of Africa’s central role in the supply of rare earths which are critical for the green transition.  Trinity is privileged to have worked closely with the Malawi Government to support the Government and advise on the Mining Development Agreement. Partners Conrad Marais (London) and Lucien Bou Chaaya (Paris) and Senior Associate Anne-Gaëlle Cottenceau (Paris) advised on the transaction.

• Trinity advised the Facility for Energy Inclusion (FEI), on its multi-million USD facility to finance its telecoms transaction in South Sudan, alongside Finnfund, and the asset management company of iEng Group, Communication and Renewable Energy Infrastructure (CREI). The financing will enable CREI to provide “energy as a service” to a telecoms company in South Sudan by developing, building, operating, and maintaining energy assets. The transaction team comprised Rinku Bhadoria (Finance), Luke Muchamore (Projects) and associate Katchenin Kone.  The deal marks Trinity’s closing of an infrastructure transaction in its 50th country in Africa. (Read more).

• A team from Trinity London – Partner Fiona Gulliford together with Associate Rhiannon Lock – have advised the Government of the Maldives and the Asian Development Bank in the design, drafting and tendering of a 12.5MW grid-tied solar PV project to be developed across multiple islands in the Maldives archipelago. The bid deadline closed in September 2024 and the Government is currently evaluating the bid submissions. The scope of the Project will be to design, build, finance, own, operate, maintain, and transfer or decommission 12.5MW solar photovoltaic power facilities across 66 Sites in 11 outer islands in the Maldives. The capacity of sites range from 25kWp to 1.2MWp. The generation facilities will connect to new interconnection facilities and BESS systems, which are currently being constructed and upgraded by the Government on each of the relevant islands under a separate project Accelerating Sustainable System Development Using Renewable Energy Project.

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