-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGjx3Z9Idz3E3piptai0BRPtwF3ZoKl+lTPBFEQtmfoe1GHLmKHC9judBM0w6KQ0 m6DYAW01A7ZTihrl28FkAg== 0000891836-09-000092.txt : 20090330 0000891836-09-000092.hdr.sgml : 20090330 20090330122117 ACCESSION NUMBER: 0000891836-09-000092 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 GROUP MEMBERS: MVELAPHANDA GOLD (PROPRIETARY) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS LTD CENTRAL INDEX KEY: 0001172724 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78350 FILM NUMBER: 09712944 BUSINESS ADDRESS: STREET 1: 24 ST ANDREWS ROAD CITY: PARKTOWN STATE: T3 ZIP: 00000 MAIL ADDRESS: STREET 1: POST NET SUITE 252 STREET 2: PRIVATE BAG X30500 CITY: HOUGHTON 2041 SOUTH AFRICA STATE: M3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mvelaphanda Resources Ltd CENTRAL INDEX KEY: 0001460297 IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1A ALBURY PARK STREET 2: MAGALIESZICHT AVENUE, DUNKELD WEST CITY: SANDTON STATE: T3 ZIP: 2196 BUSINESS PHONE: 27 11 325 5323 MAIL ADDRESS: STREET 1: 1A ALBURY PARK STREET 2: MAGALIESZICHT AVENUE, DUNKELD WEST CITY: SANDTON STATE: T3 ZIP: 2196 SC 13G 1 sc0043.txt SCHEDULE 13G ================================================================================ 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). ================================================================================ CUSIP NO. 6280215 13G PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Mvelaphanda Resources Limited - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of South Africa - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000(1) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.10%(2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- - ---------- (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 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Mvelaphanda Gold (Proprietary) Limited(3) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of South Africa - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000(4) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.10%(5) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- - ---------- (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 ------------------------------- Name: Bernard van Rooyen Title: Deputy Chairman MVELAPHANDA GOLD (PROPRIETARY) LIMITED By: /s/ Bernard van Rooyen ------------------------------- Name: Bernard van Rooyen Title: Deputy Chairman EX-99 2 ex_99.txt EXHIBIT A -- JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) MVELAPHANDA RESOURCES LIMITED and MVELAPHANDA GOLD (PROPRIETARY) LIMITED (the "Reporting Persons"), hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of them contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person. Date: March 30, 2009 MVELAPHANDA RESOURCES LIMITED By: /s/ Bernard van Rooyen ------------------------------- Name: Bernard van Rooyen Title: Deputy Chairman MVELAPHANDA GOLD (PROPRIETARY) LIMITED By: /s/ Bernard van Rooyen ------------------------------- Name: Bernard van Rooyen Title: Deputy Chairman -----END PRIVACY-ENHANCED MESSAGE-----