SecProbe.io

Mail Stop 4631
June 29, 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Zamalight plc
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Zamalight plc
Registration Statement on Form S -4
Filed June 5, 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may  ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comment s.

General

1. Please provide us supplementally with copies of any board books or similar materials
prepared by the financial advisors and shared with the boards of directors and their
representatives.

Summary, page 10

The Exchange Offer, page 12

2. Please disclose the minimum acceptance condition percentage.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 2

The Exchange Offer, page 13

Treatment of Linde Equity Awards, page 14

3. In the second paragraph, it is stated that each Linde stock option and each Linde
matching share right will be terminated  in exchange for a cash payment.  The third
paragraph states that the former holders of Linde stock options and Linde matching share
rights will receive replacement equity awards.  It is unclear whether the Linde stock
options and Linde matching share righ ts will be both terminated for cash and also
replaced with new equity awards from Linde plc.  Please advise and revise your
disclosures as appropriate.

Settlement of the Exchange Offer, page 14

4. Here or in a separate section in the Summary, clarify when t endering Linde AG
shareholders will receive their Linde plc shares in the exchange offer.  Clarify when this
will occur with reference to both shares tendered during the acceptance period and those
tendered during the additional acceptance period.  Where y ou reference a date after the
publication of the results of the acceptance period (such as at the bottom of page 13),
revise to clarify when this will occur with reference to the expiration of the acceptance
period.

Termination Fees, page 15

5. Please clar ify in the second bullet point whether Praxair is only obligated to pay the
termination fee if its shareholders do not vote in favor of the merger and the Praxair
board changed its recommendation on the merger.

Potential Post -Closing Reorganization Regard ing Linde, page 17

6. We note the disclosure at the top of page 18 that “in addition to acquiring Linde shares in
the exchange offer, Linde plc may, subject to applicable law, purchase additional Linde
shares in the open market or otherwise.”  If you mean to state that such out side purchases
could occur from the date of announcement of the exchange offer through the end of the
offer, in your response letter, provide an analysis of the facts supporting your ability to
make outside purchases, consistent with Rule 14e -5.  If you ar e referencing purchases
occurring after the exchange offer terminates, please revise your disclosure here to
clarify.

Regulatory Approvals, page 20

7. Please disclose the specific waiting periods for the FTC and Department of Justice.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 3

 Interests of Directors, Board Members, and Executive Officers in . . .  (see page [ —]), page 22

8. Please quantify the interests of the directors and officers.  Please also quantify these
amounts in your related risk factor on page  40.

Risk Factors, page 34

Praxair and  Linde are subject to anti -corruption laws in the jurisdictions …, page 57

9. You disclose that Linde currently conducts operations in Iran in accordance with
applicable economic sanctions laws.  We have located recent news articles reporting that
in 2016, L inde opened an office in Iran; that Linde signed agreements for two
petrochemical complexes in Iran, for a joint venture with an Iranian liquefied gas
company, and for engineering projects to construct plants in Iran; that it revived plant
engineering cont racts in Iran that had been dormant; and that Linde and Mitsui Chemicals
were planning to invest $4 billion in Iran’s petrochemical industry.  Iran is designated by
the U.S. Department of State as a state sponsor of terrorism and is subject to U.S.
economi c sanctions and export controls.  Please describe to us the nature and extent of
Linde’s past, current, and anticipated contacts with Iran, whether through subsidiaries,
affiliates, distributors, or other direct or indirect arrangements.  You should descri be any
services or products Linde has provided to Iran, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the government of Iran or
entities that it controls.

10. You also disclose that both Praxair and Linde conduct  operations in the Middle East and
Africa.  Syria and Sudan, countries located in those regions, are designated by the U.S.
State Department as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls.  Please describe to us the nature and extent of any contacts
with those countries by Praxair and Linde, and any anticipated contacts by Linde plc,
whether through subsidiaries, affiliates, distributors  or other direct or indirect
arrangements.  You should describe any service s or products provided to Syria or Sudan,
directly or indirectly, and any agreements, commercial arrangements, or other contacts
with the governments of those countries or entities they control.

11. Please discuss the materiality of any contacts with Iran, Syria and Sudan you describe in
response to the comments above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantit ative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable invest or would deem
important in making an investment decision.  You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria or Sudan.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 4

 12. Please tell us whet her any contacts with Iran, Syria and Sudan you describe in response to
the comments above involve dual use products and, if so, describe for us the military uses
of the products.

Background of the Business Combination, page 90

13. For each financial advisor , please disclose the method of selection of that particular
advisor.  See Item 1015(b)(3) of Regulation M -A.

14. Please clarify when each of the financial advisors that rendered a fairness opinion to
Praxair or the Linde executive or supervisory boards was e ngaged for this purpose and
how they were selected.  In addition, please clarify why each of the Linde executive
board and supervisory board engaged two financial advisors to render fairness opinions.
In this regard please clarify whether there were any m aterial differences in the scope of
the engagement or instructions given to each of the financial advisors.

15. Please disclose the feasibility issues discussed at various meetings.   In this regard, we
note that in June of 2016, the parties agreed that the fe asibility of any business
combination should be analyzed by both companies with the assistance of legal and
financial advisors prior to the commencement of any discussion on terms and conditions
of a transaction.  Please elaborate on the role of the financ ial advisors, including which
financial advisors participated in these feasibility evaluations on behalf of each company
and how they were selected.  Please also elaborate on the outcome of the feasibility
evaluations, including any potential issues and re commendations raised by each company
and its advisors.

16. Please revise your disclosure to elaborate on the strategic options that were discussed at
the July 21, 2015 meeting.  Please also elaborate on the reasons for terminating the
discussions.

17. Please dis close the “several potential strategic alternatives” that Praxair’s senior
management evaluated in late 2015.

18. Please disclose the challenges identified at the June 14, 2016 meeting .

19. Please revise your disclosure to include a discussion of the events lead ing up to Linde
communicating its position on August 11, 2016 that it will not accept anything other than
a 50-50 ownership structure.

20. Please expand your disclosure to discuss the reasons why Linde’s shareholder
representatives recommended that the talks with Praxair be terminated on September 12,
2016.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 5

 21. We note that both of Linde’s executive and supervisory boards continually review
Linde’s operations, competitive positions and strategic alternatives.  We also note that it
was Linde’s executive board that  determined to terminate talks with Praxair in September
of 2016.  Please briefly explain the difference in the membership and authority or role of
each of the executive and supervisory boards with respect to this transaction.

22. Please disclose the “other s trategic options” that the Linde executive board discussed on
November 28, 29, and 30, 2016.

23. Please revise to discuss the material differences between the initial terms and the terms
included in the proposal when the parties decided to reengage in negotia tions.  In this
regard, we note it appears that the terms of the transaction, both before the September
termination and after, contemplated a 50 -50 ownership structure.

24. Please discuss the reasons behind Dr. Büchele’s decision to offer to resign on Decembe r
7, 2016.

25. We note your disclosure regarding a Praxair board meeting held on December 20, 2016
where Praxair’s board approved key terms of the business transaction.  Please revise your
background section to provide details regarding the negotiations that led to the
finalization of such key terms of the business combination.  For example, it is not clear
how the parties determined the amount of consideration.

Praxair’s Reasons for the Business Combination, page 95

Other Factors Considered by the Praxair B oard of Directors, page 96

26. Please expand the disclosure in the second bullet point to discuss the specific aspects of
the current and prospective business climate that the Praxair board considered in support
of its determination that the business combinat ion is in the best interests of the Praxair
shareholders.

Linde’s Reasons for the Business Combination, page 98

27. Please revise the discussion to disclose the vote by which the supervisory board
determined that the proposed combination is in the best interest of Linde shareholders.

Other Factors, page 99

Alternatives, page 100

28. Please expand your disclosure to discuss the advantages and disadvantages of each of the
several alternatives that the Linde board considered.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 6

 Certain Unaudited Forward -Looki ng Financial Information, page 102

Certain Synergy and Cost Reduction Estimates, page 106

29. Please summarize the assumptions underlying and limitations on all of the projections
disclosed.  For example, we note that the pro forma synergy and cost reduction  estimates
were based on “numerous variables and assumptions.”  Please ensure that you discuss all
material assumptions upon which such synergy and cost reduction estimates and other
forecasted information were based.

Other Matters, page 113

30. We note your  disclosure that Credit Suisse and its affiliates have in the past provided
and/or are currently providing investment banking and other financial advice and services
to Praxair and Linde.  Please revise your disclosure to provide a quantitative description
of the fees paid to Credit Suisse for such services.  See Item 1015(b)(4) of Regulation M -
A.  Please note this comment also applies to your disclosure regarding Goldman Sachs,
Morgan Stanley, and Perella Weinberg.  With respect to Perella Weinberg, p lease include
both qualitative and quantitative disclosure, if applicable.

Other Factors, page 118

31. Please disclose the “mergers of equals” transactions that BofA Merrill Lynch analyzed
and that are referred to in the second bullet point on page 119.

Opinion of Morgan Stanley, Financial Advisor to Linde, page 128

32. We note the disclosure on pages 128 -29 that “[n]one of Morgan Stanley’s opinion, the
summary thereof or Morgan Stanley’s financial analysis set forth in this document is
being provided for th e use of any Praxair shareholders.”  Given that Praxair’s
shareholders are entitled to rely on the disclosure in the registration statement, please
revise this language accordingly.  Alternatively, provide the disclosures recommended by
the Division of Cor poration Finance accessible via the link below as being necessary to
clarify security holders’ right to rely on such materials.
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm -a.htm .

Regulatory Approvals Related to the Business Combination, page 156

33. Please expand your disclosure to discuss when you filed the required applications with
each regulatory body.

Christopher Cossins
Zamalight plc
June 29, 2017
Page 7

 The Business Combination Agreement, page 176

34. We note your cautionary statements on page 200 concerning the representations and
warranties in the merger agreement.  Please note that disclosure regarding an agreement’s
representations or covenants in a proxy statement/prospectus (whether through
incorp oration by reference or direct inclusion) constitutes a disclosure to investors, and
you are required to consider whether additional disclosure is necessary in order to put the
information into context so that such information is not misleading.  Please re fer to
Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934
and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a)
liability, Exchange Act Rele ase No. 51283 (Mar. 1, 2005).  In this regard, we  note your
statement that the representations and warranties were in some cases qualified by matters
contained in separate disclosure letters, and that information concerning the
representations and warranties does not purport to be accurate as of the date  of the proxy
statement/prospectus and may have changed since the date of business combination
agreement.  Please clarify that you have and will continue to provide additional
disclosure in the proxy statement/prospectus and your public reports to the exte nt that
you are or become aware of the existence of any material facts that are required to be
disclosed under federal securities law and that might otherwise contradict the
representations and warranties contained in or incorporated into your proxy
statem ent/prospectus.

The Exchange Offer - Determination of Material Adverse Change, page 205

35. We note the disclosure that the exchange offer is conditioned on no material adverse
change occurring “prior to the expiration of the acceptance period.”  However, in  this
section, you describe a process by which this will be determined by an independent third
party expert mutually agreed upon by Praxair and Linde AG.   You further note the
possibility that any report of such expert might not be received by the expirati on of the
acceptance period.  Please clarify.

Additional Acceptance Per