DGAP-CMS: Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

2019. március 04., hétfő, 11:03

DGAP Post-admission Duties announcement: Linde plc / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]

Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

04.03.2019 / 11:03

Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.



Washington, D.C. 20549




G5494J 103

(Check One)Form 10-KForm 20-F

Form 11-K ☐
Form 10-Q

Form 10-DForm N-SAR ☐

Form N-CSR

ForPeriod Ended:
December 31,2018

TransitionReporton Form 10-K

TransitionReporton Form 20-F

TransitionReporton Form 11-K

TransitionReporton Form 10-Q

TransitionReporton Form N-SAR

FortheTransitionPeriod Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


Linde plc

Full Name of Registrant

Former Name if Applicable

The Priestley Centre, 10 Priestley Road, Surrey Research Park
Address of Principal Executive Office (Street and Number)

Guildford, Surrey GU2 7XY, United Kingdom
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

(a)The reason described in reasonable

detail in Part III of this form

could not be eliminated without

unreasonable effort or expense;

(b)The subject annual report, semi-

annual report, transition report on

Form 10-K, Form 20-F, Form 11-K,

Form N-SAR or Form N-CSR, or

portion thereof, will be filed on

or before the fifteenth calendar

day following the prescribed due

date; or the subject quarterly

report or transition report on Form

10-Q or subject distribution report

on Form 10-D, or portion thereof,

will be filed on or before the

fifth calendar day following the

prescribed due date; and

(c)The accountant"s statement or other

exhibit required by Rule 12b-25(c)

has been attached if applicable.


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, NSAR,
N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

As disclosed by Linde plc in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 31, 2018 (the "Form 8-K"), on
October 31, 2018, Praxair, Inc., a Delaware corporation ("Praxair"), and
Linde Aktiengesellschaft, a stock corporation incorporated under the laws
of Germany ("Linde AG"), combined their businesses under Linde plc (the
"Company"). Praxair and Linde AG each became an indirect subsidiary of the
Company. This transaction will be referred to in this filing as the
"Business Combination."

The Annual Report on Form 10-K for the year ended December 31, 2018 (the
"2018 Form 10-K"), will be the Company"s first annual report since the
completion of the Business Combination on October 31, 2018. Due to the
timing of the completion of the Business Combination and the complexity of
acquiring a multinational organization coupled with the business
divestitures required in order to obtain certain antitrust approvals, the
Company requires additional time to complete certain analyses and
disclosures to be included in the 2018 Form 10-K. The Company is therefore
unable to file its 2018 Form 10-K within the prescribed time period without
unreasonable effort or expense. The Company intends to file its 2018 Form
10-K within the fifteen-day period provided under Rule 12b-25 no later than
by March 18, 2019.

Persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently
valid OMB control number.


(1)Name and telephone number of person to contact in regard to this


Anthony M. Pepper(203)837-2264
(Name)(Area Code)(Telephone Number)

(2)Have all other periodic reports required underSection13 or 15(d) of

the Securities Exchange Act of 1934 or Section30 of theInvestment

Company Act of 1940 during the preceding 12months orfor such shorter

period that the registrant was required to filesuch report(s)been

filed? If answer is no, identify report(s).☒ Yes☐ No

(3)Is it anticipated that anysignificantchange in results of operations

from the corresponding periodfor thelast fiscal year will be

reflected by the earningsstatements tobe included in the subject

report or portion thereof?☒ Yes☐ No

If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

The 2018 Form 10-K will reflect the acquisition of Linde AG by Praxair, as
the accounting acquirer, as of October 31, 2018. Therefore, results of
operations have been significantly impacted by the Business Combination as
of October 31, 2018, the associated impact of purchase accounting, and
divestitures required to obtain certain antitrust approvals. Linde plc
estimates its sales and operating profit to be approximately $14.9 billion
and $5.3 billion for 2018, versus $11.4 billion and $2.4 billion for 2017,
respectively. Operating profit for 2018 is expected to include a pre-tax
gain of approximately $3.3 billion on the sale of Praxair"s European
industrial gases business on December 3, 2018 as required by European
antitrust authorities, and estimated pre-tax charges of approximately $0.8
billion relating to purchase accounting impacts since October 31, 2018.
These figures are preliminary, unaudited and subject to change pending the
filing of Linde plc"s 2018 Form 10-K, and are prepared in accordance with
accounting principles generally accepted in the United States of America

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by terms and phrases such as: anticipate,
believe, intend, estimate, expect, continue, should, could, may, plan,
project, predict, will, potential, forecast, and similar expressions. They
are based on management"s reasonable expectations and assumptions as of the
date the statements are made but involve risks and uncertainties. These
risks and uncertainties include, without limitation: the ability to
successfully integrate the Praxair and Linde AG businesses; regulatory or
other limitations and requirements imposed as a result of the business
combination of Praxair and Linde AG that could reduce anticipated benefits
of the transaction; the risk that Linde plc may be unable to achieve
expected synergies or that it may take longer or be more costly than
expected to achieve those synergies; the performance of stock markets
generally; developments in worldwide and national economies and other
international events and circumstances, including trade conflicts and
tariffs; changes in foreign currencies and in interest rates; the cost and
availability of electric power, natural gas and other raw materials; the
ability to achieve price increases to offset cost increases; catastrophic
events including natural disasters, epidemics and acts of war and
terrorism; the ability to attract, hire, and retain qualified personnel;
the impact of changes in financial accounting standards; the impact of
changes in pension plan liabilities; the impact of tax, environmental,
healthcare and other legislation and government regulation in jurisdictions
in which the company operates, including the impact of the U.S. Tax Cuts
and Jobs Act of 2017; the cost and outcomes of investigations, litigation
and regulatory proceedings; the impact of potential unusual or nonrecurring
items; continued timely development and market acceptance of new
products and applications; the impact of competitive products and pricing;
future financial and operating performance of major customers and
industries served; the impact of information technology system failures,
network disruptions and breaches in data security; and the effectiveness
and speed of integrating new acquisitions into the business. These risks
and uncertainties may cause actual future results or circumstances to
differ materially from GAAP, IFRS or adjusted projections, estimates or
other forward-looking statements. The Company assumes no obligation to
update or provide revisions to any forward-looking statement in response to
changing circumstances. The above listed risks and uncertainties are
further described in the section "Risk Factors" in Item 8.01 of the Form 8K
filed with the SEC on October 31, 2018, which should be reviewed
carefully. Please consider the Company"s forward-looking statements in
light of those risks.

Linde plc

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

DateMarch 1, 2019By/s/ Kelcey E. Hoyt

Chief Accounting


INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative"s authority to sign on behalf of the registrant shall be
filed with the form.


Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

04.03.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

Language: English
Company: Linde plc

The Priestley Centre, 10 Priestley Road

GU2 7XY Guildford

United Kingdom
Internet: www.lindeplc.com

End of News DGAP News Service

783179  04.03.2019 

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