Share application
NextGen Nano 2026 subscription
Application Terms and Conditions
These terms are the complete controlling legal text of your application. Read them in full before continuing. You must confirm you have read and understood them before entering any details.
NEXT GEN NANO LIMITED — APPLICATION DOCUMENTS
TERMS AND CONDITIONS OF APPLICATION
General
(a) The right is reserved by the Company to present all cheques and bankers’ drafts for payment on receipt and to retain surplus application monies pending clearance of successful applicants’ cheques. The Company also reserves the right to reject, in whole or in part, any application for any reason whatsoever, including, without limitation, in the event that all relevant money laundering requirements have not been met. If any application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or as the case may be the balance thereof, will be returned by crossed cheque in favour of the applicant, through the post at the risk of the person entitled thereto, within seven days of the closing of the Offer.
General
(b) By completing and delivering an Application Form you: (i) unconditionally offer to subscribe for the number of Shares specified in your Application Form (or such lesser number for which your application is accepted at the discretion of the Directors) at the Offer Price of £1.80 per Share on the terms of and subject to this Document, including these terms and conditions, and the Articles of Association of the Company from time to time; (ii) agree that, in consideration of the Company agreeing that it will not prior to the Offer Closing Date issue or allot any Shares which are subject to the Offer to any person other than by means of the procedures referred to in this Document, your application shall not be revoked at any time, and this paragraph shall constitute a collateral contract between you and the Company which will become binding upon dispatch by post to, or (in the case of delivery by hand) on receipt by Haggards Crowther of your Application Form; (iii) warrant that your remittance will be honoured on first presentation, and agree that if such remittance is not so honoured, you will not be entitled to receive a share certificate in respect of the Shares applied for or to enjoy or receive any rights or distributions in respect of any Shares unless and until you make payment in cleared funds in full for such Shares and such payments accepted by the Company (which acceptance shall be in its absolute discretion and may be on the basis that you indemnify the Company against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and that, at any time prior to unconditional acceptance by the Company of such late payment in respect of such Shares, the Company (without prejudice to any other rights) may avoid the agreement to allocate such Shares to you and may re-allocate Shares to some other person, in which case you will not be entitled to any refund or payment in respect of such Shares (other than the refund to you at your sole risk of any proceeds of the cheque or bankers’ draft accompanying the application, without interest); (iv) agree that any monies returnable to you may be retained by Haggards Crowther pending clearance of your remittance and that such monies will not bear interest; (v) agree and acknowledge (without limiting the foregoing), that if the Offer is fully subscribed by or before the Offer Closing Date, the Company reserves the right not to accept your Application Form; (vi) authorise Haggards Crowther to send a share certificate in respect of the number of Shares for which your application is accepted and/or to send a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as the applicant in the Application Form; (vii) agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction; (viii) confirm that in making such application you are not relying on any information or representation in relation to the Company other than the information contained in this Document and accordingly you agree that no person responsible solely or jointly for this Document or any part thereof or involved in the preparation thereof shall have any liability for any such other information or representation; (ix) agree that neither the Company nor Haggards Crowther will be responsible for providing you with any advice regarding an investment in the Company and that nothing within this Document constitutes advice or a recommendation regarding an investment in the Company; (x) agree that, having had the opportunity to read this Document, you shall be deemed to have had notice of all information and representations concerning the Company contained herein; (xi) confirm and warrant that you have read and complied with paragraph (d) below; (xii) warrant that you are not under the age of 18 and that you are resident in the United Kingdom; (xiii) agree that all documents and cheques sent by post, by or on behalf of the Company or Haggards Crowther will be sent at the risk of the person(s) entitled thereto; and (xiv) warrant that you are a certified high net worth individual (as described in Article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005).
General
(c) No person receiving a copy of this Document or an Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
General
(d) In the event that the Company receives more than one application for Shares, which together exceed the amount of Shares available for subscription by reference to the applications already received and the Maximum Subscription Amount, the Directors shall have absolute discretion as to how the Company will allocate the Shares across all applicants, but it is the Directors’ intention that such an allocation will be made on a pro-rata basis.
General
(e) Save where the context otherwise requires, words and expressions defined in this Document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.
General
(f) The closing date for the Offer is intended to be 5:00 pm on the Offer Closing Date, but it may be earlier if the Maximum Subscription Amount is reached by that date. The closing date and time may also be extended, at the discretion of the Directors, for such period or periods as they may decide. Applicants are encouraged to submit their Application Forms early in order to be confident that their applications will be successful.
General
(g) The Company reserves the right to reject in whole or in part any application or any part thereof and to treat as valid any application not in all respects completed in accordance with the instructions relating to the Application Form.
Money Laundering Regulations
It is a term of the Offer that, to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 as amended, updated, replaced or superseded from time to time, the Company may at its absolute discretion require verification of identity from any person lodging an Application Form. Without prejudice to the generality of the foregoing, in particular this also applies to any person who either (i) tenders payment by way of cheque or bankers’ draft drawn on an account in the name of a person or persons other than the applicant or (ii) appears to be acting on behalf of some other person. In the former case, verification of the identity of the third party will be required. In the latter case, verification of the identity of any person on whose behalf the applicant appears to be acting will be required. If within a reasonable period of time following a request for verification of identity the Company has not received evidence satisfactory to it as aforesaid, the Company may, at its absolute discretion, reject any such application in which event the remittance submitted in respect of that application will be returned to the applicant (without prejudice to the rights of the Company to undertake proceedings to recover in respect of any loss suffered by it as a result of failure to produce satisfactory evidence of identity). Where possible, applicants should make payment by their own cheque. If a third party cheque, bankers’ draft or building society cheque is used, the applicant should: a) write his/her name and address on the back of the cheque or bankers’ draft and, in the case of an individual, record his/her date of birth against his/her name; and b) ask the bank or building society (if relevant) to endorse the reverse of the draft or cheque with the full name and account number of the person whose account number is being debited and stamp each endorsement. The above information is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Company’s right to require verification of identity as indicated above).
Data Protection
By signing the Application Form, the Investor hereby confirms that the Investor consents to the use of their personal information as follows. Neither the Company nor Haggards Crowther will make the personal information provided by the Investor as part of the application to become an Investor in the Company available to any person or entity outside either the Company or Haggards Crowther without the Investor’s consent. This personal information will be stored on Haggards Crowther’s database. Haggards Crowther is registered under the data protection laws of the United Kingdom.
Guide to the Application Form
The following instructions should be read in conjunction with the Application Form. 1. Insert your full name, address, national insurance number and date of birth in BLOCK capitals in Box 1. If you are an individual you must be aged 18 or over. 2. Insert in Section 2 (in figures) the number of Shares for which you are applying. Your application in respect of the Offer must be for a minimum of 5,556 Shares. 3. Insert in Section 3 (in figures) the amount of your payment. Your cheque or bankers’ draft should be for the amount which represents £1.80 a factor multiplied by the number of Ordinary Shares inserted in Section 2. 4. You must affix to the completed Application Form cheques or bankers’ drafts for the full amount payable. Your cheque or bankers’ draft must be payable to Haggards Crowther LLP for the amount payable on application inserted in Section 3 and should be crossed “A/c Payee”. Your name and “Nextgen Nano Limited” should be written on the back of the cheque. No receipt will be issued for this payment which must be solely for this application. Your cheque or bankers’ draft must be drawn in sterling on an account in your name at a branch (which must be in the UK, the Channel Islands or the Isle of Man) of a bank which is either a settlement member of the Cheque & Credit Clearing Company Limited or the CHAPS Town Clearing Company Limited or a member of either of the Committees of the Scottish or Belfast Clearing Houses or which has arranged for its cheques or bankers’ drafts to be presented for payment through the clearing facilities provided for the members of any of those companies or committees, and must bear the appropriate sort code number in the top right hand corner. The right is reserved to reject any application in respect of which the applicant’s cheques or bankers’ drafts have not been cleared on first presentation. Applications may be accompanied by a cheque or bankers’ draft drawn by someone other than the applicant(s), but any monies to be returned will be sent by crossed cheque in favour of the person(s) named in Box 1. 5. Sign and date the Application Form.
Share certificates
A share certificate will be sent to you incorporating the details included in Box 1 within 30 days of the allotment and issue of Shares under the Offer.
Delivery of Application Form
You may request an DocuSign© electronic form for ease of application. Simply fill out the form online and digitally sign and the application will automatically be uploaded to NextGenNano and Haggards Crowther and you will be sent an official copy. Alternatively please send the signed, completed application form by email to invest@nextgen-nano.co.uk If you prefer to post your application send the completed form (together with the cheque or bankers’ draft if it’s the selected payment method) to: Haggards Crowther 2nd Floor Heathmans House 19 Heathmans Road London SW6 4TJ Please require recorded delivery Please note Application form to be received no later than 5:00pm on Offer Closing Date of 1st September 2026 (unless extended by the Directors prior to that date). In the event that applications are received for an amount in excess of the Maximum Subscription, Shares will be allocated at the sole discretion of the Directors. If you post your Application Form you are recommended to use first class post and to allow at least two working days for delivery. Photocopied or faxed copies of the Application Form will not be accepted. If you have any queries on the procedure for application and payment, you should contact NextGen Nano by email on invest@nextgen-nano.co.uk or your normal financial adviser.
Confirmation of Verification of Identity Form
Please note that all applications by individuals must be accompanied by clear copies of the following acceptable identity verification documents: The following documents are acceptable for proof of identity purposes: • Current clear copy of passport with all numbers and pictures clearly visible. • UK/ESA photo driving license The following documents are acceptable for proof of address purposes. • Land-line telephone bill (dated within the last 3 months) • Council tax statement (dated within the last 3 months) • Utility statement (gas, electricity, water) (dated within the last 3 months) • Legal document recognizing title to property • Mortgage statement (dated within the last 3 months) • Pension statement (state or private) (dated within last 3 months) • Instrument of court appointment (liquidator/grant of probate)
SECTION 1 - APPLICANT
Mr/Ms/Other First Name: Middle Name(s) Surname Address Postcode Date of Birth National Insurance Number Daytime Phone Daytime Email Evening Phone Evening Email Town and Country of birth Nationality Tax Residency UK Other (please specify country or countries) US person Yes No Applications from US Persons or citizens will be processed only given prior approval by Haggards Crowther. If you answered “Yes” to the previous question, please contact your advisor prior to proceeding with the Application. If a US tax payer, Tax Identification Number: Names of any relative(s) also making an application to the company (includes spouse, parents, grandparents, children and grandchildren):
SECTION 4 – DISTRIBUTION INSTRUCTIONS
Future payments of distributions will be made to this account unless instructed otherwise in writing. Bank Name Bank Address Account Name Account Number: Sort Code: IBAN
SECTION 5 – EIS CERTIFICATES
I am a UK tax payer and therefore eligible for Seed Enterprise Investments Scheme (“SEIS”) and Enterprise Investment Scheme (“EIS”) I am not eligible for SEIS or EIS relief If applicable, please indicate where you would like the original EIS certificates sent to (please tick) Yourself Accountant (please complete details below) Please provide your Accountant’s details if you wish them to receive EIS certificates: Firm name Contact Telephone Email Address
SECTION 6 – DECLARATION
By signing this form I HEREBY DECLARE THAT: 1) I have read the Memorandum relating to Nextgen Nano Limited (“the Company”) offer and have read the terms and conditions of application contained therein and agree to be bound by them. 2) By execution hereof I hereby agree to be bound by the terms of the Articles of the Company, subject to acceptance of my subscription. 3) I hereby warrant that: i) I have attained 18 years of age; ii) I am experienced in investment matters and recognise that the investing in shares in the Company is a speculative venture and that the Company has no history of operations or earnings; iii) I recognise that there is no established market for Shares, that it is not expected that there will be such a market at any time, that the transferability of the Shares is restricted, and that I may have difficulty in selling my investment or in obtaining reliable information about its value; iv) I have read the Information Memorandum Information and understood in particular the section headed “Risk Factors”; v) I am investing in the Company on my own account; vi) I have relied on the advice of, or have consulted with, my own professional advisers with regard to the tax, legal, currency and other economic considerations related to this investment; vii) I have the financial ability to bear the economic risk of my investment, have adequate means for providing for my current needs and possible contingencies and have no need for liquidity of my investment in the Shares; viii) I am aware of the aims and objectives of the Company and have been advised of the nature of its activities; and ix) I am a certified high net worth individual as described in Article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and have completed the certificate on the final page of this document. PLEASE NOTE: INVESTORS MAY BE REQUIRED TO PROVIDE PROOF OF THEIR STATUS AS INDICATED IN THIS SECTION. x) I am neither a US citizen nor a US Person (as defined in Regulation S under the US Securities Act of 1933, as amended) and have not received or accepted the offer to purchase Shares within the United States.
SECTION 6 – Power of Attorney
From the date of this Application, and for as long as I remain a Shareholder in the Company, I hereby irrevocably appoint any one or more of the directors of the Company (or any such other person as any such director may appoint) as my true and lawful attorney (in each case “Attorney”) and in my name to do and perform any of the following acts and things: i) execute all instruments relating to the issue to me or in my name of Shares in the Company; ii) execute and file any documents necessary to be filed in connection with the business, property, assets and undertaking of the Company; and iii) make any amendments, changes or modifications to this Application Form if such amendment is to cure an ambiguity or to correct or supplement any provisions contained therein or herein which may be defective or inconsistent with any other provisions contained therein or herein, provided the cure, correction or supplemental provisions do not and will not adversely affect the interest of any Shareholder, as determined by the legal advisers to the Company. I hereby undertake to ratify whatever each Attorney may properly do or cause to be done under the power of attorney contained in this clause and to indemnify each Attorney and keep each Attorney fully and effectively indemnified against all claims, costs and expenses which each Attorney may suffer as a result.
SECTION 6 – Further terms
4) By executing this Application Form, I agree to be bound by the terms of the Articles, and this Application Form shall accordingly also constitute my irrevocable agreement to be bound by the terms and conditions therein. 5) This Application Form shall be governed by and construed in accordance with the laws of England and Wales and the appropriate court of law in England and Wales is to have exclusive jurisdiction in relation to all matters, claims and disputes arising out of or in connection with this Application Agreement. 6) I acknowledge and agree that I must execute and deliver to the Company within fourteen days after receipt of a request, such further designations, powers of attorney and other instruments as the Directors shall reasonably deem necessary for the completion of my subscription and which are consistent with any proper resolution of the Company. 7) I acknowledge and agree that, while I am a Shareholder, I will not represent the Company in any way or commit, or attempt to commit, the Company in any way or participate in the management or operation of the Company except as expressly permitted by the Articles of the Company. 8) I agree that copies of future communications to me concerning my investment in the Company from the Company (or Haggards Crowther) (including any enclosures) may be sent to my introducing adviser at the request of that adviser unless or until I confirm otherwise. 9) I authorise the Company to make any enquiries deemed necessary to confirm the details in this application. HM Revenue and Customs may inspect this declaration. It is a serious offence to make a false declaration. IN WITNESS WHEREOF this document has been executed and delivered by me as a deed at (place): ______ On the day of ______ 2026 (Optional) Investor Signature ______ In the presence of: (Witness signature) ______ Witness Address ______ Witness Name ______ Witness Occupation