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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
ss.240.13d-1(b), (c) and (d) and Amendments
Thereto Filed Pursuant to ss.240.13d-2.
Under the Securities Exchange Act of 1934
GOLD FIELDS LIMITED
(Name of Issuer)
Ordinary Shares of par value Rand 0.50 per share
(Title of Class of Securities)
6280215
(CUSIP Number)
March 17, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
|X| Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 6280215 13G PAGE 2 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS
Mvelaphanda Resources Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of South Africa
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5. SOLE VOTING POWER
NUMBER OF NONE
SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,000,000(1)
EACH ---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON NONE
WITH ---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
50,000,000(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000(1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.10%(2)
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) As of the date of this filing, all of these shares are held by Mvelaphanda
Gold (Proprietary) Limited, a wholly-owned direct subsidiary of Mvelaphanda
Resources Limited. The shares are held subject to a right of first refusal in
favor of the Issuer before any transfer to a third party. The shares have been
pledged to Deutsche Bank A.G. pursuant to financing arrangements between it and
the reporting persons. Deutsche Bank A.G. may in certain circumstances and in
its discretion, dispose of the pledged shares on behalf of the reporting persons
in order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.
(2) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.
CUSIP NO. 6280215 13G PAGE 3 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS
Mvelaphanda Gold (Proprietary) Limited(3)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of South Africa
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5. SOLE VOTING POWER
NUMBER OF NONE
SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,000,000(4)
EACH ---------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON NONE
WITH ---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
50,000,000(4)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000(4)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.10%(5)
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(3) Mvelaphanda Gold (Proprietary) Limited is a wholly-owned direct subsidiary
of Mvelaphanda Resources Limited.
(4) The shares are held subject to a right of first refusal in favor of the
Issuer before any transfer to a third party. The shares have been pledged to
Deutsche Bank A.G. pursuant to financing arrangements between it and the
reporting persons. Deutsche Bank A.G. may in certain circumstances and in its
discretion, dispose of the pledged shares on behalf of the reporting persons in
order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.
(5) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.
CUSIP NO. 6280215 13G PAGE 4 OF 8 PAGES
ITEM 1.
(a) NAME OF ISSUER
Gold Fields Limited
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
150 Helen Road, Sandton, Johannesburg, South Africa
ITEM 2.
(a) NAME OF PERSON FILING
Mvelaphanda Resources Limited
Mvelaphanda Gold (Proprietary) Limited
As of the date of this filing, all of the shares are held by
Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
subsidiary of Mvelaphanda Resources Limited.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Mvelaphanda Resources Limited, 1A Albury Park, Magalieszicht Avenue,
Dunkeld West, 2196, Sandton, South Africa.
Mvelaphanda Gold (Proprietary) Limited, 1A Albury Park, Magalieszicht
Avenue, Dunkeld West, 2196, Sandton, South Africa.
(c) CITIZENSHIP
The Republic of South Africa
(d) TITLE OF CLASS OF SECURITIES
Ordinary Shares of par value Rand 0.50 per share
(e) CUSIP NUMBER
6280215
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b) OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E), (1);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
CUSIP NO. 6280215 13G PAGE 5 OF 8 PAGES
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G), 2;
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Not applicable
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
50,000,000
(b) PERCENT OF CLASS:
7.10%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to vote or to direct the vote: 50,000,000
(iii) Sole power to dispose or to direct the disposition of: None
(iv) Shared power to dispose or to direct the disposition of:
50,000,000
As of the date of this filing, all of the shares are held by
Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
subsidiary of Mvelaphanda Resources Limited.
The shares are held subject to a right of first refusal in favor of the
Issuer before any transfer to a third party. The shares have been
pledged to Deutsche Bank A.G. pursuant to financing arrangements
between it and the reporting persons. Deutsche Bank A.G. may in certain
circumstances and in its discretion, dispose of the pledged shares on
behalf of the reporting persons in order to meet margin requirements
under the financing arrangements. Deutsche Bank A.G. also has certain
call option rights which are exercisable against Mvelaphanda Gold
(Proprietary) Limited in respect of up to 6,500,000 shares of the
Issuer in aggregate during the period from March 17, 2009 until
October 7, 2009.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
CUSIP NO. 6280215 13G PAGE 6 OF 8 PAGES
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: March 30, 2009
MVELAPHANDA RESOURCES LIMITED
By: /s/ Bernard van Rooyen
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Name: Bernard van Rooyen
Title: Deputy Chairman
MVELAPHANDA GOLD (PROPRIETARY)
LIMITED
By: /s/ Bernard van Rooyen
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Name: Bernard van Rooyen
Title: Deputy Chairman