Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-169119
May 24, 2013
.
ATMP
Barclays ETN+ Select MLP ETN
ATMP: Key Features
• Tracks the Atlantic
Trust Select MLP Index (Ticker: BXIIATMP)
• Offers exposure to a basket of high quality midstream US
master limited partnerships, limited liability companies and corporations (collectively, “MLPs”). Additionally, the index will also provide exposure to Canadian corporations that own U.S. MLPs.
• May consist of both limited partnership (LP) interests in MLPs and interests in the general partner (GP) of an MLP.
• Rebalances quarterly
• Listed on NYSE Arca
• Yearly fee:
0.95%1
• Designed to pay quarterly coupons2
• Daily redemption to Barclays Bank PLC as issuer3
• Your broker is expected to issue a form 1099 with respect to the ETNs, not a Form K-1
1. The daily fee value on any calendar day is equal to (1) the ETN Current Value on such calendar day times
(2) 0.95% divided by (3) 365. Because the daily fee value is calculated and subtracted from the closing indicative value on a daily basis, the net effect of the fee accumulates over time and is subtracted at the rate of 0.95% per
year.
2. Comprised of the distributions that would be received by a hypothetical holder of the shares in the
Index, minus accrued fees. See relevant prospectus.
3. Subject to minimum size of 50,000 units and timing
limitations as prescribed by prospectus.
Master Limited Partnerships
MLPs are publicly
traded partnerships
??A unique and fast growing asset class ??Market capitalization has increased from $8
billion in 1995 to $378 billion in 20131
MLPs are hybrid securities
??Historical yield comparable to high yield credit and price appreciation comparable to equities ??Historical average
annual yield of 6.6% 2 ??Historical average annual price appreciation of 11.3% 3 ??Historically low correlation to commodity prices 4
Correlation Henry Hub Natural Gas Spot Price WTI Cushing Crude Oil Spot Price Philadelphia Utilities Index
Alerian MLP Index 14.2% 47.9% 45.3%
Midstream
MLPs
??Can include the processing, storing, transporting and marketing of oil, natural gas and natural gas
liquids ??Seek to establish long term contracts with energy companies to generate consistent fee-based revenue from the use of infrastructure assets
1. Source: Factset, 12/29/1995—3/28/2013.
2.
Al erian MLP Index, the standard MLP benchmark Source: Bloomberg 3/28/2003 – 4/30/2013.
3. Alerian MLP
Index, the standard MLP benchmark Source: Bloomberg 3/28/2003 – 4/30/2013.
4.Source: Bloomberg 4/30/2012-
4/30/2013 (weekly data). Atlantic Trust Select MLP Index was launched 2/14/2013. The information prior to launch dates included above is hypothetical historical. You should not rely on historical or hypothetical historical information. Such
historical and hypothetical historical information is not indicative of future performance. You cannot invest directly in an index. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Atlantic Trust Select MLP Index Mechanics
Midstream US master limited partnerships, limited liability
1. MLP Universe companies and corporations (collectively, “MLPs”), as well as Canadian corporations that own
U.S. MLPs1
Index constituents must meet a minimum market cap requirement2
2. Size 3 and a minimum liquidity requirement
3. Credit Index constituents must generally have an investment grade credit Rating rating from S&P, Moody’s or Fitch4
4.Cash Flow Index constituents must receive at least the minimum required level of cash flow5 directly or indirectly from
midstream operations in the energy infrastructure business
1. Must be publicly traded and operate in the GICS
Energy Sector or the GICS Gas Utilities Industry
2. Each index constituent must have a free float market cap
of greater $500 million to be originally selected for the index, and $300 to remain a constituent.
3. Each
index constituent must have a three-month average daily trading value greater than $5 million to be originally selected for the index, and $3 million to remain a constituent.
4. Credit rating must be Baa3 or better from Moody’s, BBB or better from Standard & Poor’s or BBB- or better from Fitch. Subject to availability of at least 20
qualifying index constituents, in the event that there are less that 20 qualifying index constituents, the next best ranking index constituent interest will be selected on the basis of credit rating.
5. Each index constituent must receive 50% of cash flow from such operations to be originally selected for the index, and
35% to remain a constituent.
Index Selection Criteria
The MLP universe
includes both Limited Partnerships (LPs) & General Partnerships (GPs)
• LPs typically invest
capital into the venture and receive periodic cash distributions
• GPs typically oversee the MLP’s
operations, own a small economic interest and receive incentive distributions rights (IDRs)
1. •
Incentive distribution rights of GPs incentivize management to maximize cash flow MLP • IDRs allow the GP to participate in an increasing proportion of revenue, providing the GP with additional exposure when the MLP is performing well
• Emergence of GP corporations is a recent trend that is not captured by competing ETN
Universe products
• ATMP caps GPs at 4% & LPs at 8% for better diversification
“The inclusion of midstream general partners in the Index, structured as both MLPs and corporations, provides additional exposure to a fast growing and attractive sub-sector in the
energy infrastructure industry.” -Adam Karpf, Portfolio Manager and Managing Director at Atlantic Trust
Index Selection Criteria
2. • Index
constituents must meet specified size criteria, as measured by free-float market
Size capitalization and average daily trading value
• The Atlantic Trust Select MLP Index seeks to focus on investment grade index constituents2
3.
Credit • Considered less risky than non-investment grade peers
R • Generally have a lower cost of funding and have historically had better access to ating capital markets than non-investment grade peers
• MLPs are a capital intensive industry with the limited partnership raising funds with secondary units or debt
issuance historically
• Index constituents must derive a minimum portion of their cash flows from
mid-stream
4. operations, including fees from pipelines, and fees from the processing, storing and Cash
marketing of energy resources3 Flow • Seek to establish long term contracts with energy companies to generate consistent fee-based revenue from the use of infrastructure assets
1. Each index constituent must have a three-month average daily trading value of greater than $5 million to be originally
selected for the index, and $3 million to remain a constituent and must have a free float market cap of greater $500 million to be originally selected for the index, and $300 to remain a constituent.
2. Credit rating must be Baa3 or better from Moody’s, BBB or better from Standard & Poor’s or BBB- or
better from Fitch. Subject to availability of at least 20 qualifying index constituents, in the event that there are less that 20 qualifying index constituents, the next best ranking index constituent interest will be selected on the basis of credit
rating.
3. Each index constituent must receive 50% of cash flow to be originally selected for the index, and
35% to remain a constituent.
Index Performance
Atlantic Trust Select MLP Index
107 Alerian MLP Index 105 Alerian MLP Infrastructure Index
103 101 99
97
20-Feb-13 6-Mar-13 20-Mar-13 3-Apr-13 17-Apr-13
Atlantic Trust Select Alerian MLP Alerian MLP MLP Index Index Infrastructure Index
Returns (since 2/20/2013) 5.6% 6.2% 5.5%
Annualized Volatility1 13.4% 12.8% 13.5%
12 Month
Yield N/A 5.3% 5.4%
Source: Bloomberg, Barclays. Data: 2/20/2013 – 4/30/2013 .
1. Annualized Volatility is calculated as a standard deviation of natural logarithm daily returns in the observation
period multiplied by the square root of 252. Because the annualized volatility is based on historical data, it may not predict variability on annualized future performance.
Index returns are for illustrative purposes only. Index performance returns do not reflect any investor fees, transactions costs and expenses. Indexes are unmanaged and one cannot invest
directly in an Index. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
MLP investment vehicles
160
Average MLP ETN Total Returns 150
Average MLP Mutual Fund Total Returns 140 Average MLP ETF Total Returns Alerian MLP TR Index 130
120 110 100
90
Jan-11 Apr-11 Jul-11 Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13
Direct MLP Investment ETNs ETFs and Mutual Funds
Return deviations from direct None Investor fee; may be subject to tax at Management Fee, Tracking MLP investment earlier times and higher rates than a error & tax reductions
direct MLP investment
Liquidity Intraday on exchange Intraday on exchange ETF: Intraday on exchange Mutual
Funds: daily creation
Legal structure Partnership Debt security C corporation
Main risks Market risk Credit and market risk; tax treatment Market risk; tax treatment is is uncertain uncertain
Source: Bloomberg 1/3/2011 – 4/30/2012.
Average MLP ETF / Mutual Funds performance is the calculated market cap weighted average of MLP ETFs / Mutual Funds
outstanding for each month
Index returns are for illustrative purposes only. Index performance returns do not
reflect any investor fees, transactions costs and expenses. Indexes are unmanaged and one cannot invest directly in an Index. The analysis assumes full reinvestment of dividends and distributions, and does not take into account possibly different
reinvestment tax treatments. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
MLP investment vehicles
anticipated tax treatment
Direct MLP Investment1 ETNs ETFs and Mutual Funds
Anticipated US federal income tax Partner in the MLP; income and Pre-paid forward contracts Shares in a corporation
treatment at investment level2 deductions flow through to (which may owe corporate-investors level tax) 3
Anticipated U.S. federal income Distributions are generally not Coupons taxed as ordinary income Dividends taxed as
ordinary tax treatment of distributions immediately taxable but reduce an dividend income to the extent investor’s basis; however, because of the ETF’s earnings and of the “flow-through” nature of profits (which may be less MLPs,
investors are taxed on their than the ETF’s distributions); allocable share of the MLP s thereafter, distributions are income (such income increases generally not immediately basis and may be less than the taxable but reduce an MLP’s
distributions). investor’s basis
Anticipated U.S. federal income Mix of ordinary income (to Generally
capital gain or loss, except Capital Gain or loss tax consequences of exit recapture certain deductions) and that long-term capital gain in excess of capital gain or loss what would have been recognized with a direct MLP investment will likely be
recharacterized as ordinary income and subject to an interest charge 4
Tax forms K-1, multiple state filings
1099 1099
1.This discussion applies only to MLPs and similar entities, treated as partnerships for federal
income tax purposes. Inparticular, it does not address the tax treatment of Index constituents that are GP corporations.
2.Barclays Capital Inc. and its affiliates, do not provide tax advice. Any discussion of U.S. federal income tax matters herein is provided as a matter of general information, and should
not be construed to represent tax advice. Please be advised that any discussion of U.S. tax matters contained herein (including any attachments): (i) is not intended or written to be used, and cannot be used, by you for the purpose of avoiding
U.S. tax-related penalties, and (ii) was written to support the promotion of marketing of the transactions or other matters addressed herein. You should refer to the applicable prospectus for any relevant MLP, ETN, ETF or Mutual Fund for more
detailed information, and should also consult your tax advisor prior to making any investment decision.
3. MLP
ETFs and Mutual Funds are typically organized as “C corporations” for U.S. federal income tax purposes, rather than “regulated investment companies”.
4. Investors in MLP ETNs may need to demonstrate that the “net underlying long-term capital gain” which would have been recognized upon a direct MLP investment with clear and
convincing evidence;
otherwise, all gain on an MLP ETN could be recharacterized as ordinary income that is
subject to an interest charge.
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ATMP structure details
Calculating the Value of
the ATMP ETN
??ATMP seeks to track the volume weighted average price (VWAP) of Atlantic Trust Select MLP Index
??An “accrued dividend” and an “accrued investor fee” are used to determine the coupon amount payable on each payment date, based on the distributions made by the index consituents1 ??The accrued investor fee (equal to
0.95% per annum) is deducted on a daily basis from the closing indicative value of the ETNs. ??The coupon amount payable on each coupon payment date is calculated by deducting the accrued fees from the accrued dividend as of the relevant coupon
valuation date.
Closing Indicative Value
ETN current value
Accrued Dividend2
Accrued Investor Fee2
Coupon Amount
1. An “index dividend” calculated on each calendar day represents the aggregate cash value of distributions, net withholding tax, that a hypothetical person holding index
constituents in proportion to the weights of the index constituents would have been entitled to receive with respect to any index constituent for those cash distributions whose “ex-dividend date” occurs on such calendar day.
2. The accrued dividend on the initial valuation date will equal zero. The accrued dividend on any subsequent calendar day
will equal (1) the accrued dividend as of the immediately preceding calendar day plus (2) the dollar dividend value on such calendar day minus (3) the coupon adjustment dividend amount. The accrued investor fee on the initial
valuation date will equal zero. The accrued investor fee on any subsequent calendar day will equal (1) the accrued investor fee as of the immediately preceding calendar day plus (2) the daily fee value on such calendar day minus
(3) the coupon adjustment fee amount on such calendar day. Because the daily fee value is calculated and subtracted from the closing indicative value on a daily basis, the net effect of the fee accumulates over time and is subtracted at the
rate of 0.95% per year.
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Selected Risk Considerations
An investment in an
ETN linked to the Atlantic Trust Select MLP Index (the “ETNs”) involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable
prospectus supplement and pricing supplement.
You May Lose Some or All of Your Principal: The ETNs are exposed
to any decrease in the Volume Weighted Average Price (“VWAP”) level between the inception date and the applicable valuation date. Additionally, if the VWAP level is insufficient to offset the negative effect of the investor fee and other
applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the VWAP value has increased. Because the ETNs are subject to an investor fee and any other applicable costs, the return on the ETNs will always
be lower than the total return on a direct investment in the index components. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.
Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of or guaranteed by any
third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of
Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the
ETNs.
Issuer Redemption: Barclays Bank PLC will have the right to redeem or “call” the ETNs (in
whole but not in part) at its sole discretion and without your consent on any trading day on or after the inception date until and including maturity.
The Payment on the ETNs is Linked to the VWAP Level, Not to the Closing Level of the Index and Not to the Published Intraday Indicative Value of the ETNs: Your payment at maturity or upon
early redemption is linked to the performance of the VWAP level, as compared to the initial VWAP level. Although the VWAP level is intended to track the performance of the Index, the calculation of the VWAP level is different from the calculation of
the official closing level of the Index. Therefore, the payment at maturity or early redemption of your ETNs, may be different from the payment you would receive if such payment were determined by reference to the official closing level of the
Index.
No Guaranteed Coupon Payments: You are not guaranteed to receive coupon payments on the ETNs. You will
receive a coupon payment on a coupon payment date only to the extent that the accrued dividend exceeds the accrued investor fee on the relevant coupon valuation date. The amount of the accrued dividend on any coupon valuation date depends in part on
the aggregate cash value of distributions that a reference holder would have been entitled to receive in respect of the index constituents prior to the relevant coupon valuation date.
Market and Volatility Risk: The return on the ETNs is linked to the performance of the VWAP level of the Index which, in
turn, is linked to the performance of the master limited partnerships and other securities that are included as index constituents at any time. The prices of the index constituents may change unpredictably and, as a result, affect the level of the
Index and the value of your our ETNs TNs in unforeseeable wa ays ys.
Concentration Risk: The index
constituents are companies in the Energy Sector or Gas Utilities Sector, as determined by the GICS® classification system. In addition, many of the index constituents are smaller, non-diversified businesses that are exposed to the risks
associated with such businesses, including the lack of capital funding to sustain or grow businesses and potential competition from larger, better financed and more diversified businesses. The ETNs are susceptible to general market fluctuations in
the energy and gas MLP market and to volatile increases and decreases in value, as market confidence in, and perceptions regarding the index constituents change. Your investment may therefore carry risks similar to a concentrated securities
investment in one industry or sector.
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Selected Risk Considerations
A Trading Market for
the ETNs May Not Develop: Although the ETNs are listed on NYSE Arca, a trading market for the ETNs may not develop and the liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.
Restrictions on the Minimum Number of ETNs and Date Restrictions for Redemptions: You must redeem at least 50,000 ETNs at
one time in order to exercise your right to redeem your ETNs on any redemption date. You may only redeem your ETNs on a redemption date if we receive a notice of redemption from you by certain dates and times as set forth in the pricing supplement.
Tax Treatment: Significant aspects of the tax treatment of the ETNs may be less favorable than a direct
investment in MLPs and are uncertain. You should consult your own tax advisor about your own tax situation.
Barclays Bank PLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus and other documents Barclays Bank PLC has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting
www.ETNplus.com or EDGAR on the SEC website at www.sec.gov. Alternatively, Barclays Bank PLC will arrange for Barclays Capital Inc. to send you the prospectus if you request it by calling toll-free 1-877-764-7284, or you may request a copy from any
other dealer participating in the offering.
The ETNs may be sold throughout the day on the exchange through
any brokerage account. Commissions may apply and there are tax consequences in the event of sale, redemption or maturity of ETNs.
Barclays Capital Inc., and its affiliates, do not provide tax advice, and nothing contained herein should be construed to be tax advice. Please be advised that any discussion of U.S. tax
matters contained herein (including any attachments): (i) is not intended or written to be used, and cannot be used, by you for the purpose of avoiding U.S. tax-related penalties, and (ii) was written to support the promotion of marketing
of the transactions or other matters addressed herein. Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor.
Atlantic Trust Select MLP Index is a trademark of Barclays Bank PLC.
©2013 Barclays Bank PLC. All rights reserved. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.
NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE
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