SecProbe.io

Mail Stop 4631
July 20 , 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Linde plc (f/k/a/ Zamalight plc )
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Linde  plc (f/k/a Zamalight plc)
Amendment No. 1 to Registration Statement on Form S -4
Filed July 12 , 2017
  File No. 333 -218485

Dear Mr. Cossins :

We have reviewed your amended 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
request ed 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 informatio n you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our June 29, 2017 letter .

Summary, page 10

The Exchange Offer, page 13

Treatment of Linde Equity  Awards, page 14

1. We note the expanded disclosure you provided in response to comment 3.  Please further
expand this disclosure to explain how it will be determined whether the Linde equity
award is paid out in cash versus replaced with Linde plc equity aw ards.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 2

 Interests of Directors, Board Members, a nd Executive Officers . . . (see page [ —]), page 2 3

2. We note your response to comment 8 and we re -issue our comment.  Please quantify the
pecuniary interests of the directors and officers.  Please also quantify these amounts in
your related risk factor on page  40.

Summary Selected Historical Consolidated Financial Information of Linde, page 32

3. We note your response to comment 58.  As previously requested, please revise the title of
the non -IFRS measure , group operating profit from continuing operations, so that it is
obvious to investors that the measure is that of a non -IFRS measure.  An example would
be to rename the non -IFRS measure to segment group operating profit from continuing
operations.  Pleas e refer to Item 10(e)(1)(ii)(e) of Regulation S -K for guidance.

Risk Factors, page 36

Praxair and Linde are subject to anti -corruption laws in the jurisdictions …, page 59

4. In your response to comment 10 you discuss Linde’s sales to Syria and Sudan.  As we
requested in comment 10, please tell us the nature of Linde’s contacts with Syria and
Sudan, including the services or products provided.  As we requested in comment 11,
please tell us the approximate dollar amount of Linde’s revenues from Syria and Sud an
for the past three fiscal years and subsequent interim period.

Background of the Business Combination, page 92

5. We note your response to comment 15 and we re -issue our comment in part.  Please
elaborate on the role of the financial 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 recommendations raised by each company and its
advisors.

6. Please revise your disclosure to discuss the “serious concerns” raised by the individual
members of the Linde executive board and key managers.

7. We note your response to comment 19 and your references to “other factors” that
justified a higher valuation.  Please revise your disclosure to discuss such “other factors.”

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 3

 Opinion of Goldman Sachs, Financial Advisor to the Linde Supervisory Board, page 127

8. We note your revised disclosure in response to comment 30 that no fees were paid to
Goldman Sach’s investment banking division.  Please revise to disclose all fees paid to
Goldman Sachs during the past two years.  See Item 1015(b)(4)(i) of Regulation S -K.

Unaudited Pro Forma Condensed Combined Financial Information, page 2 31

9. Please expand your disclosures regarding the identification of Praxair as the accounting
acquirer to provide the specific facts and circumstances considered, how those facts and
circumstances led to your conclusion, and how any variability in the facts a nd
circumstances may impact your conclusion once the merger transaction has been
completed.

10. We note your response to comment 40.  Regarding your analysis of the guidance in ASC
805-10-25-5 and ASC 810 -10-15-8 followed by ASC 805 -10-55-12a, your assumption s
regarding the percentage of Linde shares tendered in the exchange offer here versus other
aspects of your pro forma financial information appear inconsistent.  Please revise your
presentation throughout to clarify how the assumptions regarding the percen tage of Linde
shares to be tendered in the exchange offer are consistent .  Please also explain how a
change in this assumption would impact the conclusions reached and the pro forma
financial information and disclosures provided.  Please also provide a dis cussion of how
your plans for Linde AG after the exchange offer will impact this assumption as well.

11. Please provide us with a more comprehensive analysis of your assessment of the factor in
ASC 805 -10-55-12d.  In this regard, it appears that your conclusi on that the factor favors
Praxair is that the Praxair Chief Executive Officer will be the Chief Executive Officer of
Linde plc.  In the event that the Praxair Chief Executive Officer is unable or unwilling to
serve in this position for whatever reason, who  would replace Mr. Angel and/or who
would be responsible for selecting a replacement.

12. Please provide us with a more comprehensive analysis regarding your conclusion that the
Linde shareholders are receiving a premium over the pre -combination fair value as  it
relates to the factor in ASC 805 -10-55-12e, as it is unclear how you concluded that the
Linde shareholders are receiving a premium simply because their exchange ratio is other
than one -for-one.  Your expanded analysis should address the liquidity and v aluation
differences between shares that trade on the NYSE versus the Frankfurt stock exchange.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 4

 13. Please provide us with a more comprehensive explanation as to how you concluded that
the facts and circumstances related to the factor in ASC 805 -10-55-13 re sulted in a
neutral conclusion rather than favoring Linde AG.  In this regard, it is unclear how
margins are an indicator of the relative size of a company.  Further, Linde AG’s revenue
and total assets far exceed Praxair with operating profit and operatin g cash flow also
exceeding Praxair.  Finally, it is unclear how you determined that a simple comparison of
Praxair and Linde’s market capitalization is appropriate, considering the corresponding
equity trades on two different exchanges.

3. Calculation of Purchase Consideration, page 237

14. Please disclose the percentage of voting equity interests assumed in the presentation and
throughout the pro forma presentation in accordance with ASC 805 -10-50-2c.

15. Please provide the purchase price allocation required by  ASC 805 -20-50-1.  Please refer
to ASC 805 -10-55-41 for additional guidance.

5. Notes to Unaudited Pro Forma Condensed Combined Statement of Income, page 241

16. Please expand note (h) to disclose the period over which the increase in fair value is
being amortized.

17. We note that you have not included any Linde plc shares for the Linde AG share based
compensation awards.  Please provide an explanation as to why given the expanded
disclosures you provided on pages 14 -15, noting that these awards will be part ially paid
out in cash and partially replaced with Linde plc equity awards that are subject to vesting.

Management’s Discussion and Analysis of Financial Condition and Results . . ., page 321

Non-GAAP Financial Measures, page 367

18. We note your presentati on of after -tax return on capital and adjusted after -tax return on
capital.  As previously requested in comment 53, please present the calculation of this
percentage using the most comparable US GAAP measures with equal or greater
prominence.  As net incom e is the only measure on the face of the consolidated
statements of income that includes taxes, net income should be the numerator in the
calculation based on US GAAP.  Please refer to Question 103.02 of the updated Non -
GAAP Compliance and Disclosure Inter pretations issued on May 17, 2106, for guidance.

19. As previously requested in comment 56, please revise the reconciliations for the adjusted
after-tax return on capital numerator and adjusted EBITDA to begin with the most
comparable US GAAP measure, net income.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 5

 Governing Bodies, page 387

20. We note your response to comment 21 that the supervisory board appoints the members
of the executive board and controls and oversees their actions.  Please revise this section
to include such disclosure.

Management’s D iscussion and Analysis of Financial Condition and Results of . . ., page 399

Consolidated Results of Operations, page 406

21. As previously requested in comment 62, please provide a discussion and analysis of the
specific facts and circumstances impacting ea ch material category.  For example, it is
unclear what changes in the actuarial assumptions occurred to cause the remeasurement
of defined benefit plans to impact total comprehensive income by €(418) million for
fiscal year 2016, €13 million for fiscal yea r 2015, and €(501) million for fiscal year 2014.
Similarly, please explain what specifically caused the variability in unrealized
gains/losses on hedging instruments between the periods presented.

Non-IFRS Financial Measures, page 427

22. In comment 59, we requested that you present return on capital using the most
comparable IFRS amounts.  It is unclear from your presentation, whether the
denominator is based on capital employed in accordance with IFRS or as adjusted.

23. Please present the  twelve -months ended March 31, 2107, and March 31, 2016
denominator amounts.

Index to Linde AG Group Financial Statements, page F.3 -1

Group Statements of Cash Flows, page F.3 -20

24. We note your response to comment 70.  It remains unclear why you have not s eparately
presented the non -cash impairment loss for trade receivables as an adjustment to profit
before tax from continuing operations.  Please revise your presentation or provide us with
a reference to IFRS -IASB literature that supports the inclusion wit hin the changes of
trade receivables.

Christopher Cossins
Linde plc (f/k/a Zamalight plc )
July 20 , 2017
Page 6

 [27] Financial instruments, page F.3 -74

25. We note your response to comment 87.  Please provide us with the components of the
cash outflows from non -derivative financial liabilities and cash outflows from derivative
financial liabilities to help us better understand what specifically these cash outflows are
for and how you determined that none of these cash outflows are required to be included
in the contractual obligations table and/or as a footnote to the table.

Excha nge Offer Prospectus Cover Page, ALT -1

26. We note your response to comment 91.  Please revise your explanatory note and your
disclosure on page ALT -1 to specify the page number of the Exchange Offer Prospectus
Cover Page.  In this regard, we note the explana tory note lists the Exchange Offer
Prospectus Cover Page as ALT -1 when it appears that the Exchange Offer Prospectus
Cover Page is on ALT -58.

Tax Consequences of the Exchange Offer to U.S. Holders of Linde Shares, page ALT -42

27. We note your response to comment 97 that Cravath, Swaine & Moore, LLP will deliver a
tax opinion.  Please file such opinion  as promptly as possible.   If you are not in a position
to file this tax opinion  with the next amendment, please provide a draft copy  for us to
review.  The draft opinion  should  be filed on EDGAR as correspondence.

28. Please explain why Cravath, Swaine & Moore, LLP cannot give a “will” opinion and
describe the degree of uncertainty in the opinion and provide risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors.  Refer
to III.C.4. of Staff Legal Bulletin No. 19.

You may contact  Tracey Houser  (Staff Accountant) at 202-551-3736  or Terence O’Brien
(Accounting Branch Chief ) at 202-551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela Long
Assistant Directo r
Office of Manufacturing and
Construction

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP