The Clicks Group Ltd and Others v The Independent Community Pharmacy Association and Others

The Independent Community Pharmacy Association (ICPA), representing independent community pharmacies, lodged a complaint with the Department of Health alleging that entities within the Clicks Group contravened regulation 6(d) of the Regulations relating to the Ownership and Licencing of Pharmacies, issued under the Pharmacy Act 53 of 1974. The complaint alleged that the Clicks Group unlawfully held beneficial interests in both community (retail) pharmacies and a manufacturing pharmacy through its corporate structure. The Clicks Group operated hundreds of retail pharmacies through Clicks Retailers (Pty) Ltd, while Unicorn Pharmaceuticals (Pty) Ltd, another subsidiary, owned a licensed manufacturing pharmacy. The Director-General rejected the complaint, finding no beneficial interest as contemplated in regulation 6(d). The ICPA appealed unsuccessfully to the Appeal Committee, but on review the Western Cape High Court set aside the Appeal Committee’s decision and held the corporate structure unlawful. The Clicks Group appealed to the Supreme Court of Appeal.

The appeal was upheld with costs, including the costs of two counsel. The High Court’s order was set aside and replaced with an order dismissing the ICPA’s application with costs.

This judgment is significant for clarifying the meaning of 'beneficial interest' in South African pharmacy licensing law and reaffirming foundational company law principles regarding separate legal personality. It confirms that shareholding, even 100% ownership, does not constitute a beneficial interest in a subsidiary’s assets or licences. The case provides important guidance on vertical integration in the pharmaceutical sector, limits regulatory overreach in licence revocation, and reinforces legality and jurisdictional requirements in administrative decision-making.