Focus – September 2023

Welcome to the Autumn 2023 edition of Focus. Since the last edition, the Trinity team was pleased to sponsor the Africa Energy Forum in Nairobi.  Team members participated in several insightful discussions and presented on topical issues at the conference, including the bankability of green hydrogen projects and off-taker credit enhancement.  We were also delighted to host our annual Trinity Party at the Nairobi National Museum, which was attended by over 250 guests. It was a pleasure, as always, to meet and reconnect with so many of our clients in person.

An increasing volume of platform transactions has been a dominant theme in the energy and infrastructure M&A space in recent months, and in this edition, Senior Associate, Adekanmi Lawson, explores some of the main features of such structures and issues for parties investing in platform transactions.  The corporate team also considers the commercial approach taken by English courts in a recent case on the interpretation of exclusion clauses in respect of the removal of a defaulting member from a limited liability partnership.

In addition, our disputes and arbitration team has written about expedited procedures in international arbitration and their key features. On the topic of dispute resolution, partners Poupak Anjomshoaa and Natasha Peter, recently hosted a client breakfast seminar in London on “What to do when your long-term offtaker stops performing” which included an insightful exchange on the advantages and drawbacks of options such as alternative offtake, termination and arbitration/litigation.

News

Since the last edition of Focus, we have been delighted to advise our clients in reaching the following milestones:

• Norfund on closing its investment in Nouvelle Mici-Embaci, setting the precedent for one of the largest leveraged buyouts ever in West Africa;
• Africa REN on the successful financing of its Walo Storage project, in Senegal;
• Eni on signing the sale and purchase agreement in relation to its oil assets sale in Congo to Perenco for approx. USD 300m;
• Meridiam on the signing of the transaction documents for Meridiam to acquire the 100 MW Kipeto Wind Farm, located south of Nairobi; which also includes the 50 MW Siruai greenfield wind project with storage under development;
• Meridiam on closing its acquisition of Rift Valley Energy Tanzania (RVE), a renewable energy infrastructure platform that owns a portfolio of 30MW of renewable energy generation assets in operation, construction and development stages and has developed two rural distribution networks, 460 km long, in southern Tanzania serving a population of more than 75,000 living in 38 villages.

Platforms are back in vogue

The Trinity M&A team has seen an uptick in, and advised on an increasing volume of, African energy and infrastructure M&A platform transactions (Platform Transactions). These structures come with specific peculiarities in the context of M&A transactions, several of which we will be exploring in this short article. Read more

Interpreting an expulsion clause in an LLP: commercial approach rejects unanimous decision in THJ Systems v Sheridan

The recent case of THJ Systems and another v Sheridan and another [2023] EWHC 927 (Ch) offers valuable insights in respect of the decision to remove a defaulting member from a limited liability partnership (an “LLP”). The court’s decision to adopt a commercial approach in interpreting an expulsion clause, ensuring that a member cannot vote on his / her own expulsion, is worth highlighting. Read more

“Efficiency, Speed and Cost-Effectiveness: Expedited Procedures in International Arbitration”

While international arbitration has become the favoured method for resolving disputes across borders, concerns about delays and costs are common. In response, several arbitral institutions have introduced expedited procedures. Below, we delve into those procedures, explore their key elements, and consider if they could be right for you. Read more