Star Bulk Carriers Corp.

Major Shareholding Notification • Dec 10, 2007

SC 13G 1 sc13g06297stab_11302007.htm sc13g06297stab_11302007.htm Licensed to: Olshan Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. ) 1

| Star
Bulk Carriers Corp. |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $0.01 per share |
| --- |
| (Title
of Class of Securities) |

Y8162K105
(CUSIP
Number)

| November
30, 2007 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

---

1 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. Y8162K105

| 1 | NAME
OF REPORTING PERSON RCG
Carpathia Master Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE
ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 1,727,070
shares |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 1,727,070
shares |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,727,070
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% | |
| 12 | TYPE
OF REPORTING PERSON CO | |

2

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON RCG
Crimson, LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 150,000
shares (1) |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 150,000
shares (1) |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000
shares (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less
than 1% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(1) Includes 110,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

3

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON RCG
Baldwin, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 1,004,865
shares (1) |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 1,004,865
shares (1) |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,004,865
shares (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.3% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(1) Includes 425,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

4

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Ramius
Advisors, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | 5 | SOLE
VOTING POWER 1,004,865
shares (1) |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 1,004,865
shares (1) |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,004,865
shares (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.3% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

(1) Includes 425,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

5

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Ramius
Securities, L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE
VOTING POWER 2,167,565(1)
shares |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 2,167,565(1)
shares |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,167,565(1)
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8% | |
| 12 | TYPE
OF REPORTING PERSON BD | |

(1) Includes 1,661,770 shares of Common Stock currently issuable upon the exercise of certain warrants.

6

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Ramius
Capital Group,
L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE
VOTING POWER 5,049,500(1)
shares |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 5,049,500(1)
shares |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,049,500(1)
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON IA, OO | |

(1) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

7

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON C4S
& Co.,
L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF
A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 5,049,500(1)
shares |
| | 6 | SHARED
VOTING POWER 0
shares |
| | 7 | SOLE
DISPOSITIVE POWER 5,049,500(1)
shares |
| | 8 | SHARED
DISPOSITIVE POWER 0
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,049,500(1)
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

(1) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

8

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Peter
A.
Cohen | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 63,480
shares (1) |
| | 6 | SHARED
VOTING POWER 5,049,500
shares (2) |
| | 7 | SOLE
DISPOSITIVE POWER 63,480
shares (1) |
| | 8 | SHARED
DISPOSITIVE POWER 5,049,500
shares (2) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,112,980
shares (3) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

(1) Includes 30,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

(2) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

(3) Includes 2,227,400 shares of Common Stock currently issuable upon the exercise of certain warrants.

9

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Morgan
B.
Stark | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF
A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE
VOTING POWER 0
shares |
| | 6 | SHARED
VOTING POWER 5,049,500(1)
shares |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 5,049,500(1)
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 5,049,500(1)
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

(1) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

10

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Thomas
W.
Strauss | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE
BOX IF A MEMBER
OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE
VOTING POWER 0
shares |
| | 6 | SHARED
VOTING POWER 5,049,500(1)
shares |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 5,049,500(1)
shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON 5,049,500(1)
shares | |
| 10 | CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED
BY AMOUNT IN ROW
(9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

(1) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

11

CUSIP NO. Y8162K105

| 1 | NAME
OF REPORTING PERSON Jeffrey
M.
Solomon | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF
A MEMBER OF A GROUP | (a) x (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE
VOTING POWER 6,000
shares(1) |
| | 6 | SHARED
VOTING POWER 5,049,500
shares (2) |
| | 7 | SOLE
DISPOSITIVE POWER 6,000
shares
(1) |
| | 8 | SHARED
DISPOSITIVE POWER 5,049,500
shares (2) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 5,055,500
shares
(3) | |
| 10 | CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 11.1% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

(1) Includes 6,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

(2) Includes 2,196,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

(3) Includes 2,202,700 shares of Common Stock currently issuable upon the exercise of certain warrants.

12

CUSIP NO. Y8162K105

Item 1(a). Name of Issuer:

Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”)

Item 1(b). Address of Issuer's Principal Executive Offices:

Aethrion Center, Suite B-34

40 Ag. Konstantinou

Maroussi 15124

Athens, Greece

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office or, if None, Residence

Item 2(c). Citizenship

| Ramius
Capital Group, L.L.C.
(“Ramius Capital”) |
| --- |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |
| RCG
Carpathia Master Fund,
Ltd. (“Carpathia”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Cayman Islands |
| RCG
Crimson, LP (“Crimson”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |
| RCG
Baldwin, L.P. (“Baldwin”) |
| c/o
Ramius Capital Group,
L.L.C |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |
| Ramius
Advisors, LLC (“Ramius Advisors”) |
| c/o
Ramius Capital Group,
L.L.C |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |

13

CUSIP NO. Y8162K105

| Ramius
Securities, L.L.C. (“Ramius Securities”) |
| --- |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |
| C4S
& Co., L.L.C. (“C4S”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
Delaware |
| Peter
A. Cohen (“Mr. Cohen”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
United States |
| Morgan
B. Stark (“Mr. Stark”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
United States |
| Thomas
W. Strauss (“Mr. Strauss”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
United States |
| Jeffrey
M. Solomon (“Mr. Solomon”) |
| c/o
Ramius Capital Group,
L.L.C. |
| 666
Third Avenue, 26th Floor |
| New
York, New York 10017 |
| Citizenship:
United States |

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”)

Item 2(e). CUSIP Number:

Y8162K105

14

CUSIP NO. Y8162K105

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

/ X/ Not Applicable.

(a) / / Broker or dealer registered under Section 15 of the Exchange Act.

(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) / / Investment company registered under Section 8 of the Investment Company Act.

(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4. Ownership

| (a) |
| --- |
| As
of the date hereof,
(i) Carpathia beneficially
owns 1,727,070 shares
of
Common Stock, (ii)
Crimson beneficially
owns 40,000 shares
of Common Stock
and 110,000 shares
of Common Stock currently
issuable upon the exercise
of
certain warrants, (iii)
Baldwin beneficially
owns 579,865 shares
of Common
Stock and 425,000 shares
of Common Stock currently
issuable upon the
exercise of certain
warrants and (iv) Ramius
Securities beneficially
owns
505,865 shares of Common
Stock and 1,661,700
shares of Common Stock
currently issuable
upon the exercise of
certain
warrants. |
| Ramius
Advisors, as the general
partner of Baldwin
with voting control
and
investment discretion
over securities held
by Baldwin, may be
deemed to
beneficially own the
579,865 shares of Common
Stock and the 425,000
shares
of Common Stock currently
issuable upon the exercise
of certain warrants
owned by Baldwin. Ramius Advisors disclaims
beneficial
ownership of the securities
held by Baldwin. |
| Ramius
Capital as the investment
advisor of Carpathia,
the general partner
of
Crimson and the sole
member of each of Ramius
Securities and Ramius
Advisors with the power
to direct some of the
affairs of each of
Carpathia, Crimson,
Ramius Securities and
Ramius Advisors, including
decisions respecting
the disposition of
the proceeds from the
sale of
shares of the Common
Stock, may be deemed
to beneficially own
the
2,852,800 shares of
Common Stock owned
in the aggregate by
Carpathia,
Crimson, Baldwin and
Ramius Securities and
may be deemed to beneficially
own the 2,196,700 shares
of Common Stock currently
issuable upon the
exercise of certain
warrants owned in the
aggregate by Crimson,
Baldwin
and Ramius Securities. |

15

CUSIP NO. Y8162K105

| | C4S,
as the managing member
of Ramius Capital,
may be deemed to beneficially
own the 2,852,800 shares
of Common Stock owned
in the aggregate by
Carpathia, Crimson,
Baldwin and Ramius
Securities and the
2,196,700 shares
of Common Stock currently
issuable upon the exercise
of certain warrants
owned in the aggregate
by Crimson, Baldwin
and Ramius
Securities. |
| --- | --- |
| | Messrs.
Cohen, Stark, Strauss
and Solomon, as the
sole managing members
of C4S,
may be deemed to beneficially
own the 2,852,800 shares
of Common Stock
owned in the aggregate
by Carpathia, Crimson,
Baldwin and Ramius
Securities and the
2,196,700 shares of
Common Stock currently
issuable
upon the exercise of
certain warrants owned
in the aggregate by
Crimson,
Baldwin and Ramius
Securities. |
| | Mr.
Cohen may be deemed
to beneficially own
an additional 32,780
shares of
Common Stock, 12,500
shares of which are
owned by him individually
and
20,280 shares of which
are held in managed
accounts over which he has
voting and/or dispositive
power. Mr. Cohen may be deemed
to
beneficially own an
additional 30,700 shares
of Common Stock currently
issuable upon the exercise
of certain warrants,
10,000 of which are
owned
by him individually
and 20,700 of which
are held in managed
accounts over
which he has voting
and/or dispositive
power. |
| | Mr.
Solomon may be deemed
to beneficially own
an additional 6,000
shares of
Common Stock currently
issuable upon the exercise
of certain warrants,
1,000 of which are
owned by him individually
and 5,000 of which
are held
in managed accounts
over which he has voting
and/or dispositive
power. |
| | The
foregoing should not
be construed in and
of itself as an admission
by any
Reporting Person as
to beneficial ownership
of any shares of Common
Stock
owned by another Reporting
Person. Each of Ramius Capital,
C4S,
Messrs. Cohen, Stark,
Strauss and Solomon
disclaims beneficial
ownership
of the Common Stock
owned by Carpathia,
Crimson, Baldwin and
Ramius
Securities and the
filing of this statement
shall not be construed
as an
admission that any
such person is the
beneficial owner of
any such
securities. |
| (b) | Percent
of class: |
| | 11.1% |
| | Based
on 43,171,530 shares
outstanding as of October
30, 2007, as reported
in
the Issuer’s Registration of Securities
on Form F-4/A filed
with the
Securities and Exchange
Commission on October
30, 2007. As of
the date hereof, (i)
Carpathia may be deemed
to beneficially own
4.0% of
the outstanding shares
of Common Stock, (ii)
Crimson may be deemed
to
beneficially own less
than 1% of the outstanding
shares of Common Stock,
(iii) Baldwin may be
deemed to beneficially
own 2.3% of the outstanding
shares of Common Stock,
(iv) Ramius Securities
may be deemed to
beneficially own 4.8%
of the outstanding
shares of Common Stock,
(iv)
Ramius Advisors may
be deemed to beneficially
own 2.3% of the outstanding
shares of Common Stock,
(v) Mr. Cohen may be
deemed to beneficially
own
11.3% of the outstanding
shares of Common Stock
and (vi) each of Ramius
Capital, C4S, and Messrs.
Stark, Strauss and
Solomon may be deemed
to
beneficially own 11.1%
of the outstanding
shares of Common
Stock. |

16

CUSIP NO. Y8162K105

| (c) | Number
of shares as to which
such person has: |
| --- | --- |
| (i) | Sole
power to vote or to
direct the vote |
| | See
Cover Pages Items 5-9. |
| (ii) | Shared
power to vote or to
direct the vote |
| | See
Cover Pages Items 5-9. |
| (iii) | Sole
power to dispose or
to direct the disposition
of |
| | See
Cover Pages Items 5-9. |
| (iv) | Shared
power to dispose or
to direct the disposition
of |
| | See
Cover Pages Items 5-9. |

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group.

See Exhibit A.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

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CUSIP NO. Y8162K105

ITEM 10. Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.

Exhibits:

Exhibit 99.1: Joint Filing Agreement, dated as of December 10, 2007, by and among Carpathia, Crimson, Baldwin, Ramius Securities, Ramius Advisors, Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon.

Exhibit 99.2: Power of Attorney for Messrs. Cohen, Stark, Strauss and Solomon dated August 16, 2007.

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CUSIP NO. Y8162K105

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| Dated:
December 10, 2007 — RCG
CARPATHIA MASTER FUND,
LTD. | | RAMIUS
SECURITIES, L.L.C. | |
| --- | --- | --- | --- |
| By: | Ramius
Capital Group, L.L.C., | By: | Ramius
Capital Group, L.L.C., |
| | its
investment advisor | | its
sole member |
| By: | C4S
& Co., L.L.C., | By: | C4S
& Co., L.L.C., |
| | as
managing member | | as
managing member |
| RCG
BALDWIN, L.P. | | RCG
CRIMSON, LP | |
| By: | Ramius
Advisors, LLC, | By: | Ramius
Capital Group, L.L.C., |
| | its
investment advisor | | its
managing member |
| By: | Ramius
Capital Group, L.L.C., | By: | C4S
& Co., L.L.C., |
| | its
managing member | | as
managing member |
| By: | C4S
& Co., L.L.C., | | |
| | as
managing member | | |
| RAMIUS
SECURITIES, L.L.C. | | C4S
& CO., L.L.C. | |
| By: | Ramius
Capital Group, L.L.C., | | |
| | its
sole member | | |
| By: | C4S
& Co., L.L.C., | | |
| | as
managing member | | |
| RAMIUS
CAPITAL GROUP, L.L.C. | | | |
| By: | C4S
& Co., L.L.C., | | |
| | as
managing member | | |
| | By: | /s/
Jeffrey M. Solomon | |
| | Name: Jeffrey
M. Solomon | | |
| | Title:
Authorized Signatory | | |
| JEFFREY
M. SOLOMON | | | |
| /s/
Jeffrey M. Solomon | | | |
| Individually
and as attorney-in- | | | |
| fact
for Peter A. Cohen,
Morgan B. | | | |
| Stark
and Thomas W. Strauss | | | |

19