This article was displayed on the ChosunBiz MoneyMove (MM) site at 4:01 p.m. on Feb. 11, 2026.
Yanolja aggressively bought Modetour Network equity last month, becoming the largest shareholder among single shareholders. Yanolja's disclosure of Modetour Network equity purchases is the first since March last year. From March through the end of last year, it bought only small amounts to avoid triggering disclosure obligations, then snapped up a large block after the new year began. Yanolja is sticking to the position that the purpose of this investment is "simple investment," but the market sees a high possibility of a management control dispute.
According to the investment banking (IB) industry on the 10th, Yanolja disclosed the previous day that its Modetour Network equity holdings rose from 5.26% to 14.44%. From March to June last year, it secured 0.71% while keeping equity changes under the 1% threshold that triggers mandatory disclosure, then in one go last month bought 8.48%. As a result, the disclosure obligation was triggered, and the filing was made on the 10th of this month. Because it is a simple investment purpose disclosure, it only had to disclose by the 10th of the following month.
As of March 25 last year, Yanolja held 993,234 shares (5.26%) of Modetour Network, and increased that to 1,127,878 shares (5.97%) through open-market purchases by July 8. After showing little movement, Yanolja began buying Modetour Network shares again on the 5th of last month. However, the scale of purchases changed from before. By the 5th, the shares acquired through open-market purchases and sales alone totaled 1,602,025 (8.48%).
With buying concentrated in a short period, the share price reacted sensitively. During this period, as "other corporations" continued to buy Modetour Network equity, the share price rose to 17,500 won. Among some market participants, there was already suspicion that Yanolja, previously the No. 2 shareholder, had begun buying equity.
With this equity acquisition, Yanolja has nearly caught up with the equity stake held by founder Chair U Jong-ung of Modetour Network and persons with special relationships. As of now, Chair U's side holds 16.38%. On an individual shareholder basis, Chair U holds 10.92%, the in-house welfare fund holds 4.76%, and persons with special relationships, including Chair U Jun-yeol, hold about 1%. At present, on a single-shareholder basis, Yanolja has secured more equity than the owner family.
In this situation, some argue that Yanolja may have used a gray area in disclosure rules to accumulate equity without Modetour Network knowing. Under Article 154 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, if the investment purpose is "simple investment," when an equity change of 1% or more occurs, disclosure must be made by the 10th of the following month. However, if the investment purpose is to influence management control, disclosure must be made within 10 days from the date the reporting obligation (change of 1% or more) arises. In Yanolja's case, it bought more than 8% equity during January, but because the purpose was simple investment, the disclosure obligation did not arise until the 10th of this month.
However, Modetour Network also appears to be preparing to some extent for a potential management control dispute. This is because it moved to strengthen control by increasing its equity late last year before Yanolja embarked on full-scale buying. On Dec. 22 last year, Modetour Network granted 900,000 treasury shares (4.76%) to the in-house welfare fund and increased equity from 11.5% to 16.38% through open-market purchases by persons with special relationships. Treasury shares have restricted voting rights and cannot affect management, but when granted to the in-house welfare fund, voting rights are revived as friendly equity. When Hoban Group's purchase of Hanjin KAL equity last year raised the possibility of a management control dispute, Hanjin KAL also revived voting rights by granting treasury shares to its in-house welfare fund.
While Yanolja maintains that this investment is a simple investment, market participants see a high possibility of a management control dispute with Modetour Network. Yanolja has been pursuing a Nasdaq listing since 2024, but progress has been slow. The market's view of corporate value differs from Yanolja's. To complete its Nasdaq listing, Yanolja needs to use its 200 billion won in cash on hand to bulk up.
An IB industry official said, "The fastest and simplest way for Yanolja to raise its valuation now is to acquire another company," and added, "From Yanolja's perspective, which has ample cash on hand, it is hard to find a reason to acquire a competitor's equity for mere simple investment."
However, if Yanolja wants to influence management control, such as appointing directors at Modetour Network's shareholders meeting next month, it must change the disclosed investment purpose to "management influence." After changing the investment purpose, stock acquisitions and the exercise of voting rights are prohibited for five days.
Another issue is that the 8.48% equity additionally acquired this year cannot exercise voting rights at this shareholders meeting. For this reason, some believe Yanolja may seek a direct negotiation with the company over management control rather than launching an immediate equity fight at this meeting.