Welcome to the Autumn 2025 edition of Focus.

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!

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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.

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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.