Bond OP Yrityskassi Oyj 0% ( XS0237073498 ) in EUR

OP Yrityskassi Oyj

100 % ⇌

Finland

XS0237073498 ( in EUR )

Perpetual

Prospectus brochure of the bond OP Yrityspankki Oyj XS0237073498 en EUR 0%, maturity Perpetual

OP Yrityspankki Oyj is a Finnish company offering a wide range of financial services to corporate and institutional clients, including lending, financing, and treasury management solutions.

The Bond issued by OP Yrityskassi Oyj ( Finland ) , in EUR, with the ISIN code XS0237073498, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

TERMS AND CONDITIONS OF THE NOTES
The 40,000,000 Perpetual Non Step-up Hybrid Tier I Notes (the "Notes") of OKO
Osuuspankkien Keskuspankki Oyj (the "Issuer") are issued subject to and with the benefit of a
Fiscal Agency Agreement to be dated as of 30 November 2005 (the "Fiscal Agency
Agreement") made between the Issuer and JPMorgan Chase Bank, National Association as
fiscal and paying agent (the "Fiscal and Paying Agent", which expression includes any
successor and additional paying agents appointed from time to time in connection with the
Notes). These terms and conditions include summaries of, and are subject to, the detailed
provisions of the Fiscal Agency Agreement, which includes the form of the Notes, the interest
coupons relating to them (the "Coupons") and the Talons (as defined below). Any references
to "Noteholders" or "holders" in relation to any Notes shall mean beneficial holders of the
Notes. The Noteholders and the holders of the Coupons (whether or not attached to the Notes)
and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") (the
"Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice
of, all the provisions of the Fiscal Agency Agreement and are deemed to have notice of those of
the Fiscal Agency Agreement applicable to them. Copies of the Fiscal Agency Agreement are
available for inspection during normal business hours at the Specified Office (as defined in
the Fiscal Agency Agreement) of the Fiscal and Paying Agent.
1.
Definitions
In these Conditions the following expressions have the following meanings:
"Act" means the Finnish Credit Institutions Act of 1993 (laki luottolaitostoiminnasta
30.12.1993/1607), as amended.
"Accumulated Distributable Funds" means that amount, denominated in euro, which,
under the laws of Finland (including both corporate and bank regulatory laws, rules and
regulations relating to minimum capital requirements) for the time being and from time to time
in force, is available to be distributed by the Issuer to its shareholders according to the audited
balance sheet of the Issuer and the audited consolidated balance sheet of the Issuer and its group
for the preceding financial year or as may be further limited by the laws of Finland.
"Additional Amounts" shall have the meaning set out in Condition 9.
"Administrative Action" means any judicial decision, official administrative
pronouncement, published or private ruling, regulatory procedure, notice or announcement
(including any notice or announcement of intent to adopt such procedures or regulations) by
any legislative body, court, governmental or administrative authority or regulatory body
having appropriate jurisdiction.
"Business Day" means a day on which the TARGET System is operating.
"Euro-zone" means the region comprised of member states of the European Union
that adopt the single currency in accordance with the Treaty establishing the European
Community.
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"FSA" means the Finnish Financial Supervision Authority (Rahoitustarkastus), together
with any successor authority.
"Interest Amount" shall have the meaning set out in Condition 4(b).
"Interest Payment Date" means 28 February, 30 May, 30 August and 30 November
each year (provided that, if any Interest Payment Date would otherwise fall on a day which is
not a Business Day, it shall be postponed to the next day which is a Business Day unless it
would thereby fall into the next calendar month in which event it shall be brought forward to
the immediately preceding Business Day).
"Interest Period" shall have the meaning set out in Condition 4(a).
"Issue Date" shall have the meaning set out in Condition 4(a).
"Junior Guarantee" means any guarantee, indemnity or other contractual support
arrangement entered into by the Issuer in respect of securities or instruments (regardless of
name or designation) issued, or entered into by a Subsidiary and ranking, in respect of the
right to receive periodic payments or the right to receive repayment of capital on a winding-
up, liquidation or bankruptcy, voluntary or otherwise, of the Issuer or any other payments
thereon, after the Notes.
"Limitation of Interest Notice" shall have the meaning set out in Condition 4(b).
"Optional Redemption Date" means 30 November 2010, or any Interest Payment Date
thereafter.
"Parity Guarantee" means any guarantee, indemnity or other contractual support
arrangement entered into by the Issuer in respect of securities or instruments (regardless of name
or designation) issued, or entered into, by a Subsidiary which are akin to capital loans
(pääomalaina) of the Issuer under the Act and ranking, in respect of the right to receive periodic
payments or the right to receive repayment of capital on a winding-up, liquidation or bankruptcy,
voluntary or otherwise, of the Issuer or in respect of any other payments thereon, pari passu with
the Notes.
"Parity Instrument" means any subordinated and undated instrument (debt or any
other non-equity instrument) of the Issuer, which qualify as capital loan (pääomalaina)
under the Act, and rank pari passu, as to either interest or other payments or on a winding-
up, liquidation or bankruptcy, voluntary or otherwise, with the Notes.
"Proceedings" shall have the meaning set out in Condition 16(b).
"Relevant Date" means in relation to a payment, whichever is the later of (i) the date
on which such payment first becomes due and (ii) if the full amount payable has not been
received by the Fiscal and Paying Agent on or prior to such due date, the date on which, the
full amount having been so received, notice to that effect shall have been given to the
Noteholders. Any reference in these Conditions to principal and/or interest shall be deemed
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to include any Additional Amounts which may be payable under Condition 9 or any
undertaking given in addition to or substitution for it under the Fiscal Agency Agreement.
"Senior Creditors" means all creditors of the Issuer, who are (i) unsubordinated
creditors of the Issuer, or (ii) subordinated creditors of the Issuer, other than the holders of
Parity Instruments or holders of an instrument benefiting from a Parity Guarantee, and any
other subordinated creditors whose claims rank or are expressed to rank pari passu with or
junior to the claims of the Noteholder.
"Subsidiary" means an entity or other legal person controlled by the Issuer, as defined in
Section 1, Articles 5 and 6 of the Finnish Accounting Act (kirjanpitolaki) 30.12.1997/1336), as
amended, or belonging to the same consolidation group as the Issuer as defined in Article 5 of
the Act.
"TARGET System" means the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System or any successor thereto.
"Tax Event" means the Issuer being satisfied (including by the delivery of a legal
opinion) that, (1) as a result of (i) any amendment to, clarification of, or change (including
any announced prospective change) in, the laws or treaties (or any regulations thereunder) of
Finland or any political subdivision or taxing authority thereof or therein affecting taxation, (ii)
any Administrative Action or (iii) any amendment to, clarification of, or change in the official
position on the interpretation or application of any such laws or treaties (or any regulations
thereunder) or Administrative Action or any official interpretation or pronouncement that
provides for a position with respect to any such laws or treaties (or any regulations
thereunder) or Administrative Action that differs from the theretofore generally accepted
position, in each case by any legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment, clarification, change,
interpretation or pronouncement is made known, which amendment, clarification or change is
effective or which official interpretation or pronouncement is announced on or after the Issue
Date of the Notes, (A) the Issuer is or will be required to pay any Additional Amounts or (B)
any interest deduction available to the Issuer in respect of the Notes for Finnish tax purposes
is fully disallowed, significantly reduced or otherwise adversely affected in any material
respect, and (2) in each case, the effect of which cannot be avoided by the Issuer taking
reasonable measures available to it as certified by two authorised signatories of the Issuer.
Such certification will be conclusive as to the matters stated therein and shall be binding on the
Issuer and the Noteholders, and the Fiscal and Paying Agent may rely on the same without
liability.
"Three-Month Euribor Rate" means, in respect of any Interest Period,
(i)
the offered rate for three-month Euro deposits determined by the Fiscal and
Paying Agent at 11.00 a.m. (Central European Time) on the [second]
Business Day before the first day of such Interest Period (the "Interest
Determination Date"). Such offered rate will be that which appears on the
display designated as page "248" on the Telerate Service (or such other page or
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service as may replace it for the purpose of displaying Euro-zone interbank
offered rates of major banks for three-month Euro deposits); or
(ii)
if the offered rate so appearing is replaced by the corresponding rates of more
than one bank, then paragraph (i) immediately above shall be applied, with
any necessary consequential changes, to the arithmetic mean (rounded, if
necessary, up to the nearest 1/16 per cent) of the rates (being at least two)
which so appear, as determined by the Fiscal and Paying Agent. If for any
reason such offered rates do not so appear, or if the relevant page is
unavailable, the Fiscal and Paying Agent will request each of the banks whose
offered rates would have been used for the purposes of the relevant page if the
event leading to the application of this paragraph (ii) had not happened or any
duly appointed substitute reference bank, acting in each case through its
principal Euro-zone office, to provide the Fiscal and Paying Agent with its
offered quotation to leading banks for three-month Euro deposits in the Euro-
zone for the Interest Period concerned as at 11.00 a.m. (Central European
Time) on the Interest Determination Date, and determine the rate to be
applied, with any necessary consequential changes, as the arithmetic mean
(rounded, if necessary, up to the nearest 1/16 per cent) of the quotations
(being at least two) so provided. If fewer than two quotations are provided,
the rate to be applied shall be determined as the last preceding rate available
in accordance with (i) above.
"Tier 1 Disqualification Event" means (i) a change in law or regulation, (ii) a change in
the official interpretation thereof or (iii) determination or announcement by the FSA, resulting
in the Notes not being eligible to be included in calculating the tier 1 capital of the Issuer for
Finnish banking capital adequacy purposes.
2.
Form, Denomination and Title
(a) Form and
denomination
The Notes are serially numbered and are issued in bearer form in the denomination of
100,000 each, having (on issue) Coupons and one Talon attached thereto entitling the
holder thereof, subject to Condition 10, to further Coupons and a further Talon.
(b) Title
Title to the Notes, Coupons and Talons passes by delivery. The holder of any Note,
Coupon or Talon will (except as otherwise required by law) be treated as its absolute owner for
all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or
any interest in it, any writing on it, or its theft or loss) and no person will be liable for so
treating the holder.
3.
Status
The Notes and the Coupons constitute and shall constitute direct, unsecured and
subordinated obligations of the Issuer, and rank and shall at all times rank pari passu and
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without preference among themselves and at least equally and rateably with all other present
and future, direct, unsecured, capital loans (pääomalaina) of the Issuer. Claims in respect of the
Notes and Coupons will rank behind the claims of Senior Creditors, pari passu with the claims
of the holders of all securities ranking or expressed to rank pari passu with the Notes and in
priority to the rights and claims of holders of all classes of equity (including holders of
ordinary shares and preference shares, if any).
The Notes and the Coupons shall constitute a capital loan (pääomalaina) under Article
73 of the Act and a subordinated debenture note (debentuuri) under Article 34 of the Finnish
Promissory Notes Act (velkakirjalaki 31.7.1947/622), as amended.
The principal amount of the Notes will be included in the Issuer's tier 1 capital in its
capital adequacy calculations pursuant to Finnish bank regulatory requirements.
No Noteholder to which this Condition 3 applies or any related Coupon shall be entitled
to exercise any right of set-off or counterclaim against monies owed by the Issuer in respect of
such Note or Coupon.
4.
Interest
(a) Rate of Interest
Subject to Condition 4(b), the Notes bear interest from and including 30 November 2005
(the "Issue Date") up to and excluding the Interest Payment Date falling on the date of
redemption (in accordance with Condition 6) at the Three-Month Euribor Rate plus a margin of
1.25 per cent per annum.
Interest will accrue on a non-cumulative basis from and including an Interest Payment
Date (or in the case of the first interest payment, the Issue Date) to but excluding the next
succeeding Interest Payment Date (the "Interest Period"), and will be payable quarterly in arrear
by the Issuer on 28 February, 30 May, 30 August and 30 November each year (the "Interest
Payment Date"). If no interest is paid by the Issuer in respect of any Interest Period, the
Noteholder's rights to such interest payment shall lapse.
Interest shall be calculated on the basis of the number of days in the Interest Period
divided by 360.
(b) Restrictions on Payments
To the extent that the board of management of the Issuer decides that Accumulated
Distributable Funds available for any financial year are insufficient to pay or to provide for
payment in full of (i) any amount of interest in respect of the Notes (the "Interest Amount"), (ii)
any amounts of interest or dividends on any Parity Instrument and (iii) any amounts of interest,
dividends or other payments under any instrument benefiting from a Parity Guarantee, in each
case falling due during such financial year, the Issuer will make, or procure to be made,
payment pro rata to the extent of the available Accumulated Distributable Funds of the Interest
Amounts and such other amounts of interest, dividends and other payments. If, and to the extent
that Accumulated Distributable Funds are not sufficient to make full payment and the Issuer
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makes partial or no payment of any Interest Amount as a consequence, the right of the
Noteholder to receive such Interest Amount will be lost, and the Issuer will have no obligation
to pay such Interest Amount or to pay interest thereon, whether or not Interest Amounts in
respect of subsequent Interest Periods are paid.
If, in the opinion of the board of management of the Issuer, Accumulated Distributable
Funds available for any financial year will be insufficient to permit payment in full of the
Interest Amount due in such financial year, the Issuer shall on the date of notice to its Annual
General Meeting or, if the insufficiency of Accumulated Distributable Funds is known only
later, within seven days after becoming aware thereof, give notice (a "Limitation of Interest
Notice") to the Noteholder stating the amount of its Accumulated Distributable Funds, if any,
and providing details of any pro rated Interest Amount which will be paid on any Interest
Payment Date falling due in such financial year. In calculating any pro rated Interest Amounts
in respect of any Interest Period, the Issuer shall be entitled to use interest rates and where
relevant, exchange rates prevailing at 11 a.m. Central European time, on the date of the
Limitation of Interest Notice, and shall not be obliged to take potential movements in the
interest rates or, where relevant, exchange rates during the course of the financial year into
account in making such calculation.
(c) Coupons
Interest shall be paid against presentation and surrender of the appropriate Coupons in
accordance with Condition 8. After all the Coupons attached to or issued in respect of any Note
have matured, further Coupons (and a Talon for further Coupons) shall be issued against
presentation of the relevant Talon.
5.
Dividend Stopper
In the event that the Issuer serves a Limitation of Interest Notice, the Issuer undertakes
that, in each case during the financial year in which such Limitation of Interest Notice is
served:
(i)
it shall not declare, pay or distribute a dividend or make a payment (other than
a dividend in the form of its shares) on any of its shares or make any payment
on a Junior Guarantee or make any group contribution within the meaning of
the Act on Group Contributions in Taxation 21.11.1986/825;
(ii)
it shall procure that no Subsidiary shall make a payment (other than a dividend
in the form of its shares or dividend of the Issuer) on any security issued by it
benefiting from a Junior Guarantee; and
(iii)
it shall not, and shall procure that its Subsidiaries shall not, redeem, purchase or
otherwise acquire any of its shares, any Parity Instruments or any securities
issued by any Subsidiary or any instrument entered into by any Subsidiary
benefiting from a Junior Guarantee or Parity Guarantee, or pay or make
available any moneys for a sinking fund or for redemption of any shares or any
such securities or instruments.
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The prohibition on redemption, purchase or acquisition of shares or securities provided
in sub-paragraph (iii) above shall not apply to any such redemption, purchase or acquisition
(1) by a Subsidiary redeeming, purchasing or acquiring its shares or other securities from the
Issuer, (2) by conversion into or in exchange for the Issuer's shares, (3) in connection with
transactions effected by or for the account of customers of the Issuer or any of its Subsidiaries
or in connection with the distribution, trading or market making in respect of those securities,
(4) in connection with the satisfaction by the Issuer or any of its Subsidiaries of its obligations
under any employee benefit plans or similar arrangements with or for the benefit of
employees, officers, directors or consultants, (5) as a result of a reclassification of the Issuer
or any of its Subsidiaries or the exchange or conversion of one class or series of shares for
another class or series of shares, or (6) the purchase of fractional interests in shares of the
Issuer or any of its Subsidiaries pursuant to the conversion or exchange provisions of that
class of shares or the security being converted or exchanged provided that, in each case, the
amount of Accumulated Distributable Funds is thereby not reduced.
6.
Redemption
The Notes have no final maturity date and may not be redeemed at the option of
the Noteholders or at the option of the Issuer except in accordance with the provisions of this
Condition 6.
(a) Optional
Redemption
The Notes may be redeemed at the option of the Issuer on any Optional Redemption
Date, subject to the conditions set forth in this Condition 6, in whole (but not in part), at the
amount equal to the original principal amount of the Notes, together with accrued and unpaid
interest, if any, on the original principal amount for the then current Interest Period to the
Optional Redemption Date, subject to not less than 30 nor more than 60 Business Days' prior
notice to the Fiscal and Paying Agent and the Noteholders (which shall be irrevocable).
(b)
Redemption for Tax Reasons
Upon the occurrence of a Tax Event, and subject to the conditions set forth in this
Condition 6, the Issuer will have the right, by giving not less than 15 nor more than 30 Business
Days' prior notice to the Fiscal and Paying Agent and the Noteholders (which shall be
irrevocable), at any time before the first Optional Redemption Date, to redeem the Securities in
whole (but not in part) at a redemption price equal to the original principal amount of the Notes,
together with accrued and unpaid interest, if payable pursuant to the terms of the Notes, for the
then current Interest Period to the redemption date.
(c)
Redemption for Capital Reasons
Upon the occurrence of a Tier 1 Disqualification Event, and subject to the conditions
set forth in this Condition 6, the Issuer will have the right, by giving not less than 15 nor more
than 30 Business Days' prior notice to the Fiscal and Paying Agent and the Noteholders (which
shall be irrevocable), at any time before the first Optional Redemption Date, to redeem the
Securities in whole (but not in part) at a redemption price equal to the original principal amount
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of the Notes, together with accrued and unpaid interest, if payable pursuant to the terms of the
Notes, for the then current Interest Period to the redemption date.
(d) Restrictions
on
Redemption
Under this Condition 6, the Issuer may only redeem the Notes, where:
(i)
it has obtained the prior consent of the FSA for such redemption; and
(ii)
the total amount of equity of the Issuer and the consolidated equity of the Issuer and its
Subsidiaries will, after such redemption, be equal to or exceed the total amount of
restricted equity, which includes the share capital, the reserve fund, the share premium
fund, the appreciation fund and other items referred to in Article 38 of the Act, and
other non-distributable funds of the Issuer and, respectively, the total consolidated
amount of restricted equity and other non-distributable funds of the Issuer and its
Subsidiaries, each as determined according to the latest audited balance sheet of the
Issuer and consolidated balance sheet of the Issuer and its Subsidiaries under the laws
of Finland (including both corporate and bank regulatory laws, rules and regulations
relating to minimum capital requirements) for the time being and from time to time in
force.
(e) Cancellation
All Notes which are repaid by the Issuer will forthwith be cancelled (together in each
case with all unmatured Coupons attached thereto or delivered therewith) and accordingly
may not be reissued or resold.
7.
Enforcement Events
If an order is made or an effective resolution is passed for the winding-up, liquidation
or bankruptcy of the Issuer, the Notes shall become immediately due and payable at a
redemption price equal to the original principal amount of the Notes, together with any accrued
but unpaid interest on such amount, if payable pursuant to the terms of the Notes, to its date
of redemption.
If, upon any such winding-up, liquidation or bankruptcy, the assets available for
repayment are insufficient to pay in full the amounts payable with respect to the Notes and
any other Parity Instruments and/or Parity Guarantee, the Noteholder and the holders of such
Parity Instruments and Parity Guarantee will share rateably in any such distribution of
surplus assets of the Issuer in proportion to the full respective amounts to which they are
entitled.
After payment of the principal amount of the Notes and any accrued but unpaid
interest to which it is entitled, the Noteholder will have no further right or claim to any of the
surplus assets of the Issuer and will not be entitled to any further participation in such
surplus assets.
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No remedy against the Issuer, other than as provided above or proving or claiming in
the winding-up, liquidation or bankruptcy of the Issuer in Finland or elsewhere, shall be
available to the Noteholder, whether for the recovery of amounts owing in respect of the
Notes or in respect of any breach by the Issuer of any of its obligations or undertakings under
the Notes.
The Noteholder may at its discretion and without further notice institute such
proceedings against the Issuer as it may think fit to enforce any term or condition binding on
the Issuer under the Notes (other than for the payment of any principal or satisfaction of any
Interest Amounts under the Notes) provided that the Issuer shall not by virtue of the
institution of any such proceedings be obliged to pay any sum or sums, in cash or otherwise,
in addition to what or sooner than the same would otherwise have been payable by it.
8.
Payments
(a) Method of Payment
Payments of principal and interest will be made against presentation and surrender (or,
in the case of a partial payment, endorsement) of Notes or the appropriate Coupons (as the case
may be) at the specified office of the Fiscal and Paying Agent, subject in all cases to any
applicable fiscal and other laws and regulations in the place of payment, but without prejudice
to the provisions of Condition 9, by euro cheque or, at the option of the Noteholder or
Couponholder, exercised by notice in writing to the Fiscal and Paying Agent not less than 5
TARGET Business Days prior to the due date for any payment of principal or interest, by
credit or transfer to a euro account (or any other account to which Euros may be credited or
transferred). No commissions or expenses shall be charged to the Noteholders or
Couponholders in respect of such payments.
(b)
Unmatured Coupons and Unexchanged Talons
Upon the date the Notes become due, Notes presented for payment must be presented
together with all unmatured Coupons and unexchanged Talons relating thereto (whether or not
attached) and unmatured Coupons and unexchanged Talons relating to the Notes shall become
void and no payments shall be made in respect of such unmatured Coupons and no exchange
shall be made in respect of such unexchanged Talons. If the date on which the Notes become
due is not an Interest Payment Date, the interest accrued from the preceding Interest Payment
Date (or the Issue Date, as the case may be) on any Note shall be payable only against
surrender or endorsement (as the case may be) of such Note.
(c)
Payments on Business Days
If the date for payment in respect of any Note is not a Business Day in the place of
presentation of the relevant Note or Coupon, the holder thereof shall not be entitled to payment
until the next such Business Day following such date, or to any interest or other payment in
respect of such delay. In the case of payment by credit or transfer to a euro account as referred
to above, the Issuer or the Guarantor, as the case may be, shall not be obliged to credit such
account until the date, in the place of such account, on which banks are open for business next
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following the Business Day in the place of the specified office of the Fiscal and Paying Agent to
which the relevant Note or Coupon is presented for payment.
(d) Paying
Agents
The initial Fiscal and Paying Agent and its initial specified office are listed below. The
Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent
and to appoint additional or other Paying Agents. Notice of any such termination or
appointment and of any changes in the specified offices of the Paying Agents shall be given
to the Noteholders in accordance with Condition 13.
(e) Talons
On and after the Interest Payment Date on which the final Coupon comprised in any
Coupon sheet in respect of a Note matures, the Talon comprised in such Coupon sheet may be
surrendered at the specified office of the Fiscal and Paying Agent in exchange for a further
Coupon sheet (including a further Talon) subject to the provisions of Condition 10; provided
that the Issuer, by notice to the Noteholders in accordance with Condition 13, at any time or
from time to time may require any such exchange to be effected at the specified office of one or
more Paying Agents specified in such notice.
9.
Taxation
All payments of principal and interest in respect of the Notes and the Coupons shall be
made free and clear of, and without withholding or deduction for or on account of, any present
or future taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within Finland or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by law. In that event, the
Issuer shall pay such additional amounts ("Additional Amounts") as will result in receipt by
the Noteholders and the Couponholders of such amounts as would have been received by
them had no such withholding or deduction been required, except that no such Additional
Amounts shall be payable in respect of any Note or Coupon presented for payment:
(i)
by or on behalf of a holder who is liable to such taxes, duties, assessments or
governmental charges in respect of such Note or Coupon by reason of his having
some connection with Finland other than the mere holding of the Note or
Coupon;
(ii)
presented for payment by or on behalf of a holder who would not be liable or
subject to the withholding or deduction by making a declaration of non-
residence or other similar claim for exemption to the relevant tax authority;
(iii)
more than 30 days after the Relevant Date, except to the extent that the holder
of it would have been entitled to such Additional Amounts on presenting such
Note or Coupon for payment on the last day of such period of 30 days;
(iv)
where such withholding or deduction is imposed on a payment to an individual
and is required to be made pursuant to European Council Directive on the
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