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<SEC-DOCUMENT>0000891836-05-000235.txt : 20050422
<SEC-HEADER>0000891836-05-000235.hdr.sgml : 20050422
<ACCEPTANCE-DATETIME>20050422122128
ACCESSION NUMBER:		0000891836-05-000235
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20050422
DATE AS OF CHANGE:		20050422
GROUP MEMBERS:		JENINGTON INTERNATIONAL INC.
GROUP MEMBERS:		MIKHAIL D. PROKHOROV
GROUP MEMBERS:		VLADIMIR O. POTANIN

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 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78350
		FILM NUMBER:		05766561

	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:			MMC NORLISK NICKEL
		CENTRAL INDEX KEY:			0001260713

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	MAIL ADDRESS:	
		STREET 1:		VOZNESENSKY PEREULOK
		STREET 2:		22 USADBA CENTER MOSCOW
		CITY:			RUSSIA
		STATE:			1Z
		ZIP:			0000
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc0109.txt
<DESCRIPTION>AMENDMENT NO. 6
<TEXT>
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------
                                  SCHEDULE 13D
                    under the Securities Exchange Act of 1934
                               (Amendment No. 6)*
                               -------------------

                               GOLD FIELDS LIMITED
                                (Name of Issuer)

                               -------------------

  AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE OF PAR VALUE
                                 RAND 0.50 EACH
                   ORDINARY SHARES OF PAR VALUE RAND 0.50 EACH

                         (Title of Class or securities)

                               -------------------
                      AMERICAN DEPOSITARY SHARES: 38059T106
                           ORDINARY SHARES: 38059R100
                                 (CUSIP Number)
                               -------------------

                                  DENIS MOROZOV
                             22 VOZNESENSKY PEREULOK
                                 MOSCOW, 125993
                                     RUSSIA

                                 with a copy to:

                           WILLIAM A. PLAPINGER, ESQ.
                             SULLIVAN & CROMWELL LLP
                                1 NEW FETTER LANE
                                 LONDON EC4A 1AN
                                     ENGLAND
                             (011) (44) 20 7959-8900

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communication)

                                APRIL 22, 2005
                  (Date of Event to Which This Filing Relates)
================================================================================
If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [_]

* 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
disclosures provided in a prior cover page.

The information required on 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).

                         (Continued on following pages)
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         MMC NORILSK NICKEL
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         BK, WC
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     HC
- --------------------------------------------------------------------------------


                                      -2-
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         JENNINGTON INTERNATIONAL INC.
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         AF
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         BRITISH VIRGIN ISLANDS
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     CO
- --------------------------------------------------------------------------------


                                      -3-
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         VLADIMIR O. POTANIN
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         AF
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES (1)
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES (1)
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     IN
- --------------------------------------------------------------------------------

(1) Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Potanin is, for the purpose of Sections 13(d)
or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.


                                      -4-
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         MIKHAIL D. PROKHOROV
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         AF
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES (2)
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES (2)
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     IN
- --------------------------------------------------------------------------------

(2) Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Prokhorov is, for the purpose of Sections
13(d) or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.


                                      -5-
<PAGE>

         This Amendment No. 6 ("Amendment No. 6") amends and supplements the
Statement on Schedule 13D originally filed on April 7, 2004, as amended by
Amendment No. 1 thereto filed on August 6, 2004, Amendment No. 2 thereto filed
on October 18, 2004, Amendment No. 3 thereto filed on December 17, 2004,
Amendment No. 4 thereto filed on January 28, 2005 and Amendment No. 5 thereto
filed on April 19, 2005 relating to the ordinary shares, par value Rand 0.50 per
share (the "Shares"), of Gold Fields Limited, a company organized under the laws
of the Republic of South Africa (the "Company"). The Schedule 13D, as amended,
is referred to herein as the "Schedule 13D". Unless otherwise indicated,
capitalized terms used but not defined herein have the meanings assigned to such
term in the Schedule 13D.

ITEM 2.    IDENTITY AND BACKGROUND

         Item 2 is hereby amended and restated as follows:

         Pursuant to Rule 13d-1(k)(1) of the Act, this statement is filed on
behalf of the following entities and individuals (such persons being referred to
collectively herein as the "Reporting Persons" and each as a "Reporting
Person"):

         MMC NORILSK NICKEL ("Norilsk Nickel") is an open joint-stock company
organized under the laws of the Russian Federation. Norilsk Nickel's principal
business is the producing and selling of various base and precious metals. The
address of Norilsk Nickel's principal business and principal office is 22,
Voznesensky Pereulok, Moscow, 125993, Russia. See Exhibit A for information
concerning the executive officers and directors of Norilsk Nickel. During the
last five years, neither MMC Norilsk Nickel nor any of such persons has been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, during the last five years, neither MMC Norilsk Nickel
nor any such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where as a result of such
proceeding such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.

         Jenington International Inc. ("JBVI") is a company incorporated under
the laws of the British Virgin Islands and a wholly and indirectly owned
subsidiary of Norilsk Nickel. JBVI's sole business is to act as a holding
company for Shares. The address of JBVI's principal business and principal
office is Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town,
Tortola, British Virgin Islands. See Exhibit A for information concerning the
executive officers and directors of JBVI. During the last five years, neither
JBVI nor any of such persons has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors. Further, during the last
five years, neither JBVI nor any such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction where as a result
of such proceeding such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.

                                      -6-

<PAGE>

         VLADIMIR O. POTANIN is a citizen of the Russian Federation whose
present principal occupation is President of ZAO Interros Holding Company. As of
April 15, 2005, Mr. Potanin beneficially owned 27.94% of the stock of Norilsk
Nickel. Mr. Potanin's principal business address is 9, Bolshaya Yakimanka
Street, Moscow 119180, Russia. During the past five years, Mr. Potanin has not
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, during the last five years, Mr. Potanin has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.

         MIKHAIL D. PROKHOROV is a citizen of the Russian Federation whose
present principal occupation is Chief Executive Officer of Norilsk Nickel. As of
April 15 2005, Mr. Prokhorov beneficially owned 27.94% of the stock of Norilsk
Nickel. Mr. Prokhorov's principal business address is 22, Voznesensky Pereulok,
Moscow 125993, Russia. During the last five years, Mr. Prokhorov has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, during the last five years, Mr. Prokhorov has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.

         Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any of the Reporting Persons is the
beneficial owner of Shares (if any) held by Harmony Gold Mining Company Limited
("Harmony") or that Harmony is a beneficial owner of the Shares referred to
above. Pursuant to Rule 13d-5(b), the Reporting Persons and Harmony may be
deemed to be a group; however, the Reporting Persons disclaim membership in any
group with Harmony and beneficial ownership of any Shares of Harmony.

ITEM 4.    PURPOSE OF TRANSACTION

         The last paragraph of Item 4 is hereby amended and restated as follows:

         As part of the Reorganization, on April 18, 2005, Norilsk Nickel, the
ultimate parent company of JBVI, and JBVI entered into a Share Subscription
Agreement (the "Share Subscription Agreement") pursuant to which Norilsk Nickel
agreed to contribute all of its 98,467,758 Shares to JBVI in exchange for the
issuance of shares of JBVI's stock, following which JBVI would be wholly owned
by Norilsk Nickel. This agreement was entered into with a view to transferring
all Norilsk Nickel's interests in JBVI to ZAO Polus, a wholly and directly owned
subsidiary of Norilsk Nickel. The transaction is a part of Norilsk Nickel's
broader strategy to concentrate all its gold-related assets in Polus and,
potentially, to spin off Polus from Norilsk Nickel later in 2005. Any such spin
off would be subject to the approval of the Board of Directors and the
shareholders of Norilsk Nickel. A copy of the Share Subscription Agreement is
included as Exhibit J hereto and the description of the letter agreement
contained herein is

                                      -7-

<PAGE>

qualified in its entirety by reference to Exhibit J, which is incorporated
herein by reference.

         Except as set forth herein, no Reporting Person has any present plans
or proposals that relate to or would result in the occurrence of any of the
events specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D. The Reporting Persons reserve the right to formulate plans or make
proposals, and take such actions with respect to their investment in the
Company, including any action that relates to or would result in the occurrence
of any or all of the events specified in clauses (a) through (j) of Item 4 of
Schedule 13D, and any other actions, as they may determine. The Reporting
Persons intend to review continually their investment in the Company. Depending
upon future evaluations of the business prospects of the Company and upon other
developments, including but not limited to, general economic and business
conditions and precious metal and stock market conditions, the Reporting Persons
may determine to increase or decrease their equity position in the Company by
acquiring additional Shares or disposing of some or all of the Shares they may
hold.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER

         Item 5 is hereby amended and restated as follows:

(a)-(b)  As of April 22, 2005, JBVI beneficially owns 98,467,758 Shares, or
         20.0% of the outstanding Shares, based on the Company's most recent
         20-F filed with the U.S. Securities and Exchange Commission on November
         26, 2004. The shared power to vote or direct the voting of and the
         power to dispose or direct the disposition of such Shares will be held
         by JBVI and Norilsk Nickel. Each of Mr. Potanin and Mr. Prokhorov,
         through their ownership and/or control of JBVI and Norilsk Nickel, has
         the power to vote or direct the voting of and the power to dispose or
         direct the disposition of, such Shares. Accordingly, each of Mr.
         Potanin and Mr. Prokhorov may be deemed to be the beneficial owner of
         such Shares, and thereby the beneficial owner of 98,467,648 Shares, or
         20.0% of the outstanding Shares. Mr. Potanin and Mr. Prokhorov each
         disclaims beneficial ownership of all such Shares pursuant to Rule
         13d-4 of the Act.

         The number of shares beneficially owned by each of the Reporting
         Persons and the percentage of outstanding shares represented thereby
         have been computed in accordance with Rule 13d-3 under the Act.

(c)      Pursuant to the Share Subscription Agreement, dated April 18, 2005,
         between JBVI and Norilsk Nickel, entered into in connection with the
         Reorganization, Norilsk Nickel contributed 98,467,758 Shares to JBVI in
         exchange for one million outstanding shares of JBVI stock.

(d)      All persons known to have the right to receive or the power to direct
         the dividends from, or the proceeds from the sale of, the securities
         described in this Item 5 are described in this statement.

(e)      Not applicable.

                                      -8-

<PAGE>

ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
           TO SECURITIES OF THE ISSUER

         Item 6 is hereby amended to add the following additional paragraphs at
the end:

         The penultimate paragraph of Item 4, which has been added by this
Amendment No. 6, is hereby incorporated by reference in this Item 6.

         Except as otherwise disclosed in this Statement on Schedule 13D, as
amended, none of the Reporting Persons, nor, to the knowledge of the Reporting
Persons, any of the persons listed in Exhibit A, has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Company, including but not limited to transfer or
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS

         Item 7 is hereby amended and supplemented as follows:

         The following exhibit is inserted after Exhibit J:


Exhibit K         Share Subscription Agreement, dated April 18, 2005, between
                  JBVI and Norilsk Nickel.






                                      -9-

<PAGE>

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  April 22, 2005

                                            MMC NORILSK NICKEL

                                            By:  /s/ Mikhail Prokhorov
                                               ---------------------------------
                                            Name:  Mikhail Prokhorov
                                            Title: Deputy General Director


                                            JENINGTON INTERNATIONAL LIMITED

                                            By:  /s/ Siegfried Pasqual
                                                --------------------------------
                                            Name:  Siegfried Pasqual
                                            Title: Director


                                            VLADIMIR O. POTANIN

                                            By:  /s/ Vladimir O. Potanin
                                               ---------------------------------
                                            Name: Vladimir O. Potanin


                                            MIKHAIL D. PROKHOROV

                                            By:  /s/ Mikhail Prokhorov
                                               ---------------------------------
                                            Name: Mikhail Prokhorov







                                      -10-

<PAGE>


                                  EXHIBIT INDEX

Exhibit A    Officers and Directors of Reporting Persons.
Exhibit B    Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit C    Purchase Agreement.*
Exhibit D    Power of Attorney.*
Exhibit E    Facility Agreement.*
Exhibit F    Intercompany Purchase Agreement.**
Exhibit G    Irrevocable Undertaking in Respect of a Proposal by Harmony
             Gold Mining Company Limited to Acquire All the Shares in Gold
             Fields Limited.***
Exhibit H    Letter, dated January 26, 2005, from Bernard Swanepoel to Norilsk
             Nickel, received by facsimile transmission on January 28, 2005.****
Exhibit I    Consent Letter, dated April 18, 2005, among JBVI, Norilsk Nickel
             and Harmony*****
Exhibit J    Press Release issued by Norilsk Nickel on April 18, 2005*****
Exhibit K    Share Subscription Agreement, dated April 18, 2005, between JBVI
             and Norilsk Nickel



*       Filed with the initial statement on Schedule 13D on April 7, 2004.
**      Filed with the Amendment No. 1 to Schedule 13D on August 6, 2004.
***     Filed with the Amendment No. 2 to Schedule 13D on October 18, 2004.
****    Filed with the Amendment No. 4 to Schedule 13D on January 28, 2005.
*****   Filed with the Amendment No. 5 to Schedule 13D on April 19, 2005.










                                      -11-
<PAGE>

                                                                      Appendix A


                    Executive Officers of MMC Norilsk Nickel

<TABLE>
<CAPTION>
NAME                      PRESENT PRINCIPAL OCCUPATION                           CITIZENSHIP
<S>                       <C>                                                    <C>
Mikhail D. Prokhorov      General Director, Member of the Board of Directors     Russian Federation
                          and Chairman of the Management Board of Norilsk
                          Nickel
Maxim V. Finsky           Deputy Chairman of the Management Board, Deputy        Russian Federation
                          General Director and Head of the Commerce Division
                          of Norilsk Nickel
Igor A. Komarov           Deputy Chairman of the Management Board, Deputy        Russian Federation
                          General Director and Chief Financial Officer of
                          Norilsk Nickel
Yuri A. Kotlyar           Deputy Chairman of the Management Board of Norilsk     Russian Federation
                          Nickel
Tavakolian R. Morgan      Deputy Chairman of the Management Board of Norilsk     United States
                          Nickel, Deputy General Director
Jokves I. Rozenberg       Deputy Chairman of the Management Board of Norilsk     Russian Federation
                          Nickel, Deputy General Director
Denis S. Morozov          Member of the Management Board of Norilsk Nickel,      Russian Federation
                          Deputy General Director
</TABLE>

                         Directors of MMC Norilsk Nickel

<TABLE>
<CAPTION>
NAME                      PRESENT PRINCIPAL OCCUPATION                           CITIZENSHIP
<S>                       <C>                                                    <C>
Andrey E. Bugrov          Deputy Chairman of the Management Board of ZAO         Russian Federation
                          Interros Holding Company
Guy de Selliers           Member of the Board of Directors of Solvay S.A.        Belgium
                          and Wimm-Bill-Dann
Andrey A. Klishas         General Director of ZAO Interros Holding Company       Russian Federation
                          and Chairman of the Board of Norilsk Nickel.
Ekaterina M. Salnikova    Director for Corporate Structures of ZAO Interros      Russian Federation
                          Holding Company
Mikhail D. Prokhorov      See "Executive Officers of MMC Norilsk Nickel"         Russian Federation
                          above.
Ronald Freeman            Honorary Co-Chairman of the International Tax and      United States
                          Investment Centre
Heinz Schimmelbusch       Managing Director of the Safeguard International       Austria
                          Fund
Vladimir I. Dolgikh       President of the Management Board of the               Russian Federation
                          Krasnoyarsk Fellow-countrymen association
Leonid B. Rozhetskin      Member of the Board of Directors of Norilsk Nickel     United States
</TABLE>




<PAGE>

                                                                      Appendix A


               Executive Officers of Jenington International Inc.

<TABLE>
<CAPTION>
NAME                      PRESENT PRINCIPAL OCCUPATION                           CITIZENSHIP
<S>                       <C>                                                    <C>
Pasqual Siegfried         Managing Director                                      Switzerland
</TABLE>

                    Directors of Jenington International Inc.

<TABLE>
<CAPTION>
NAME                       PRESENT PRINCIPAL OCCUPATION                          CITIZENSHIP
<S>                       <C>                                                    <C>
Pasqual Siegfried          Managing Director of Norilsk Nickel Holding SA        Switzerland
Skelton Directors Inc      Nominee Director of Jenington International Inc.      British Virgin Islands
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K
<SEQUENCE>2
<FILENAME>exhibit-k.txt
<DESCRIPTION>SHARE SUBSCRIPTION AGREEMENT
<TEXT>
                                                               EXECUTION VERSION
                                                               -----------------



                          SHARE SUBSCRIPTION AGREEMENT



THIS SHARE SUBSCRIPTION  AGREEMENT dated as of April 18, 2005, (the "Agreement")
is entered into between  JENINGTON  INTERNATIONAL  Inc., a company  incorporated
under the laws of BVI, whose  registered  office is at Akara Bldg., 24 De Castro
Street,  Wickhams  Cay I,  Road  Town,  Tortola,  British  Virgin  Islands  (the
"Company") and OJSC "Mining and Metallurgical  Company "NORILSK NICKEL", an open
joint stock  company  incorporated  under the laws of Russia,  whose  registered
office is at Taimirskiy  (Dolgano-Nenetskiy Autonomous Region), Dudinka, Russian
Federation (the "Subscriber").

The parties  hereto are  hereinafter  referred to  collectively  as "Parties" or
individually as "Party".

1.       SUBSCRIPTION

1.1      Subject to the terms and  conditions  set forth in this  Agreement  the
         Company hereby irrevocably  agrees to issue one million  (1,000,000) of
         the common  voting  shares having a nominal value of one US dollar (USD
         1) (the "Shares") to the  Subscriber,  and the  Subscriber  irrevocably
         agrees to subscribe for and purchase the Shares from the Company.

2.       CONSIDERATION.

2.1      The Parties hereby agree that in full consideration for the Shares, the
         Subscriber shall transfer to the Company full legal title to 98,467,758
         (ninety eight million four hundred sixty seven  thousand  seven hundred
         fifty eight) ordinary  common shares,  par value 0.50 Rand each of Gold
         Fields Limited,  a company  incorporated under the laws of the Republic
         of South Africa (the "GFL Shares").  The Subscriber  shall transfer the
         GFL Shares to the Company not later than  fifteen  (15) days  following
         the date when the  Shares  were  credited  to the depo  account  of the
         Subscriber as provided in Clause 4.4. The aggregate  purchase  price of
         the  Shares  shall  be  determined  as  the  price  of the  GFL  Shares
         calculated  on the basis of the closing  price for one GFL Share on the
         NYSE on the day preceding the  Completion  Date. If such day falls on a
         day when the NYSE is closed for business or when no  transactions  with
         such shares have been made,  then the price shall be  calculated on the
         basis of the latest  available  closing  price for one GFL Share on the
         NYSE.

3.       COMPLETION

3.1      Completion Date.  Completion of the transaction shall take place at the
         office  of  OJSC  ROSBANK  (the  "Depositary")  on the  date  when  the
         Depositary credited the depo account of the Company with the GFL Shares
         pursuant  to  Clause  3.23.  Such  date is  herein  referred  to as the
         "Completion Date".

3.2      Actions at Completion. At the Completion, each and all of the following
         actions shall take place:

         3.2.1    Subscriber  and the  Company  shall each  confirm to the other
                  that the covenants and undertakings specified in Clause 4 have
                  been duly performed by each Party.

         3.2.2    Subscriber  shall duly execute and deliver to the Depositary a
                  written  instruction  authorizing  the  transfer of GFL Shares
                  from  the  depo  account  of the  Subscriber  opened  with the
                  Depositary to the depo account of the Company  opened with the

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                  Depositary,  and the Company shall duly execute and deliver to
                  the Depositary the GFL Shares acceptance instruction.

         3.2.3    Following the actions described in Clause 3.2.2 the Depositary
                  shall  credit  the depo  account of the  Company  with the GFL
                  Shares and provide each Party with a document  evidencing  the
                  transfer.

4.       COVENANTS AND UNDERTAKINGS PRIOR TO COMPLETION

4.1      The Company shall provide the Subscriber  with all necessary  documents
         as may be requested by the Subscriber evidencing that:

         4.1.1    The Shares of the  Company  were duly  authorized  and validly
                  issued  by  the  Company  and  the  Agreement  has  been  duly
                  authorized by the Company as required by  applicable  laws and
                  regulations;

         4.1.2    Following the transfer of the Shares to the  Subscriber in the
                  Depositary,  the  Subscriber  will acquire full legal title to
                  all Shares free and clear of any liens and encumbrances.

4.2      The Subscriber  shall provide the Company with all necessary  documents
         as may be requested by the Company evidencing that:

         4.2.1    The Agreement and transactions  contemplated  hereby have been
                  duly  authorized  by the  Subscriber as required by applicable
                  laws and regulations;

         4.2.2    The  Subscriber  has a valid depo account with the  Depositary
                  and has  properly  transferred  the GFL Shares in the  nominal
                  holding of the Depositary;

         4.2.3    Following  the transfer of GFL Shares from the depo account of
                  the  Subscriber  to the depo  account  of the  Company  in the
                  Depositary,  the Company  will acquire full legal title to the
                  GFL Shares free and clear of any liens and encumbrances.

4.3      The Company  shall duly  transfer the Shares to the depo account of the
         Subscriber  opened with the Depositary,  and the Subscriber  shall duly
         execute  and   deliver  to  the   Depositary   the  Shares   acceptance
         instruction.

4.4      Following  the actions  described  in Clause 4.3 the  Depositary  shall
         credit the depo account of the  Subscriber  with the Shares and provide
         the Subscriber with a document evidencing the transfer of the Shares.

5.       INDEMNITY

5.1      Indemnification.  From and after the Completion  Date, each Party shall
         indemnify  the other  Party in  respect  of,  and hold the other  Party
         harmless against, any and all debts, obligations and other liabilities,
         monetary  damages,   fines,  fees,  penalties,   interest  obligations,
         deficiencies, losses, costs and expenses (including without limitation,
         reasonable  attorneys' fees and expenses),  incurred or suffered by the
         other  Party  resulting  from or  relating  to failure by such Party to
         perform in whole or in part any covenant or agreement contained in this
         Agreement.

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6.       TERMINATION

6.1      Termination  prior to Completion.  This Agreement may be terminated and
         the  transactions  contemplated  hereby may be terminated,  at any time
         prior to the Completion:

         6.1.1    by mutual written consent of the Parties; or

         6.1.2    by either  Party if there has been a breach of any covenant by
                  the other Party;

7.       ENTIRE AGREEMENT

7.1      This Agreement  contains the entire agreement and  understanding of the
         Parties  hereto with respect to the  transaction  contemplated  hereby.
         This  Agreement  supersedes  and  terminates  all prior  agreements and
         understandings,  whether  written or oral,  between the Parties  hereto
         with  respect to such  transaction,  and  replaces in its  entirety all
         existing documents with respect to such transaction.

8.       VARIATION

8.1      No variation of this Agreement (or of any of the documents  referred to
         in this Agreement) shall be valid unless it is in writing and signed by
         or on behalf of each of the Parties.  The expression  "variation" shall
         include any  variation,  supplement,  deletion or  replacement  however
         effected.  Unless  expressly  agreed,  no variation shall  constitute a
         general waiver of any provisions of this Agreement, nor shall it affect
         any  rights,  obligations  or  liabilities  under or  pursuant  to this
         Agreement which have already  accrued up to the date of variation,  and
         the rights and  obligations  of the  Parties  under or pursuant to this
         Agreement shall remain in full force and effect, except and only to the
         extent that they are so varied.

9.       COSTS

9.1      Each of the Parties shall pay its own costs incurred in connection with
         the negotiation, preparation and implementation of this Agreement.

10.      SEVERABILITY

10.1     If  any  provision  of  this   Agreement  is  held  to  be  invalid  or
         unenforceable,  then such  provision  shall (so far as it is invalid or
         unenforceable)  be given  no  effect  and  shall  be  deemed  not to be
         included  in  this  Agreement  but  without  invalidating  any  of  the
         remaining provisions of this Agreement.  The Parties shall then use all
         reasonable   endeavours   to  replace  the  invalid  or   unenforceable
         provisions by a valid and enforceable  substitute  provision the effect
         of which is as close as possible to the intended  effect of the invalid
         or unenforceable provision.

11.      COUNTERPARTS; LANGUAGE

11.1     Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts and by the Parties to it on separate counterparts, each of
         which is an original but all of which  together  constitute one and the
         same instrument.

11.2     Language.  This  Agreement is prepared in English and  Russian.  In the
         event of  discrepancy  between the two versions,  the English  language
         version shall prevail.

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12.      WAIVERS; RIGHTS AND REMEDIES

12.1     Waivers.  No  failure  or delay by a Party in  exercising  any right or
         remedy provided by Law under or pursuant to this Agreement shall impair
         such  right or  remedy  or  operate  or be  construed  as a  waiver  or
         variation of it or preclude its exercise at any subsequent  time and no
         single or partial  exercise of any such right or remedy shall  preclude
         any other or further  exercise of it or the exercise of any other right
         or remedy.

12.2     Company's Rights and Remedies. The rights and remedies of a Party under
         or pursuant to this Agreement are cumulative, may be exercised as often
         as such Party  considers  appropriate and are in addition to its rights
         and remedies under general Law.

13.      FURTHER ASSURANCE

13.1     Each Party  agrees to  perform  (or  procure  the  performance  of) all
         further  acts and  things,  and  execute  and  deliver  (or procure the
         execution and delivery of) such further  documents,  as may be required
         by Law or as the Company may  reasonably  require,  whether on or after
         Completion,  to implement  and/or give effect to this Agreement and the
         transaction contemplated by it.

14.      NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

14.1     Nothing in this Agreement is intended to confer on any Person any right
         to enforce any term of this Agreement  which that Person would not have
         had but for the  Contracts  (Rights of Third  Parties)  Act 1999 except
         that a Person who is the  permitted  successor  to or  assignee  of the
         rights  of a Party is deemed  to be a party to this  Agreement  and the
         rights of such  successor  or assignee  shall,  subject to and upon any
         succession or assignment  permitted by this Agreement,  be regulated by
         the terms of this Agreement.

15.      NOTICES

15.1     Notice.  Any  notice or other  communication  given or made  under this
         Agreement  shall be by letter or by facsimile  transmission  and may be
         delivered  personally or by courier to the relevant  Party or facsimile
         transmission  to the address or facsimile  transmission  number of that
         Party set out in this Clause or such other  address or number as may be
         notified hereunder by that Party from time to time for this purpose.

The Parties' addresses and fax numbers for the purposes of this Agreement are:

(a) In the case of the Company:

JENINGTON INTERNATIONAL Inc.

Address:       Geneva, 50, rue du Rhone, PO Box 3398, 1211 Geneva 3
Attention:     Mr. Siegfried Pasqual, Director
Fax No:        0041 22 810 17 19

(b) In the case of the Subscriber:

OJSC <<Mining and Metallurgical Company "NORILSK NICKEL"

Address:       13 Tverskoy Boul. Moscow 103009, Russia
Attention:     Denis S. Morozov, Deputy General Director
Fax No:        +7 095 786-8338

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15.2     Deemed Service of Notice. A notice so addressed shall be deemed to have
         been received:

         15.2.1   if  delivered  personally  or by a  courier,  at the  time  of
                  delivery; and

         15.2.2   if sent by fax, on successful  completion of its  transmission
                  as per a  transmission  report from the machine from which the
                  fax was sent,  save that if such  notice of  communication  is
                  received  after the end of normal  working  hours (and  normal
                  working  hours shall be deemed to be 8.30 am to 5.30 pm on any
                  Business Day at the location of the recipient), such notice of
                  communication  shall be deemed to have  been  received  on the
                  next Business Day.

         15.2.3   For the avoidance of doubt,  notice given under this Agreement
                  shall  not be  validly  served if sent by  electronic  mail or
                  ordinary post.


16.      ASSIGNMENT

16.1     This Agreement may not be transferred, assigned or pledged by any Party
         without the express written consent of the other Party.  This Agreement
         shall be binding upon and shall inure to the benefit of the Parties and
         their  respective  heirs,  executors,  administrators,  successors  and
         permitted assigns.

17.      GOVERNING LAW; ARBITRATION OF DISPUTES

17.1     Governing Law. This Agreement and the relationship  between the Parties
         shall be governed by, and interpreted in accordance with English law.

17.2     Arbitration  of  Disputes.  In  respect of any  dispute or  difference,
         controversy or claim of whatever nature howsoever arising under, out of
         or in  connection  with this  Agreement,  including  one  regarding the
         breach, existence or validity of this Agreement (each a "Dispute"), the
         Parties shall endeavour in good faith to resolve such Dispute  promptly
         and amicably through negotiations.

         If the matter is not resolved through such  negotiations  within thirty
         (30) days of one side receiving  written  notification  of the Dispute,
         any Party may  elect,  by notice in writing  to the other  Parties,  to
         settle and resolve  finally such Dispute by  arbitration  in accordance
         with the London Court of International Arbitration ("LCIA") Rules as in
         force at the time of the  election  (the  "Rules")  by a panel of three
         arbitrators appointed by LCIA as the nominating authority in accordance
         with the Rules.

         The seat or legal place of  arbitration  shall be deemed to be England,
         and accordingly the substantive laws of England shall be applicable for
         purposes  of the  arbitration.  The venue for the  arbitration  hearing
         shall be London,  at a location to be determined  by the tribunal.  The
         procedural law for any reference to  arbitration  shall be English law.
         The language of the arbitration proceedings shall be English.

         Any  right of  appeal or  reference  of points of law to the  courts is
         hereby waived, to the extent that such waiver can be validly made.

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         The arbitral  tribunal  shall have the power to order on a  provisional
         basis any relief which it would have power to grant in a final award.






















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         IN WITNESS HEREOF the Parties hereto have caused their duly  authorised
representatives  to sign and  deliver  this  Agreement  on the date first  above
written.

                                       COMPANY

                                       JENINGTON INTERNATIONAL Inc.

                                       By: /s/ Siegfried Pasqual
                                          --------------------------------------
                                       Name:  Siegfried Pasqual
                                       Title: Director

                                       SUBSCRIBER

                                       OJSC <<Mining and Metallurgical Company
                                       "NORILSK NICKEL"

                                       By: /s/ Denis Morozov
                                          --------------------------------------
                                       Name:  Denis Morozov
                                       Title: Deputy General Director
















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