* Sees 2013 earnings flat
* 2012 EPS down 3 pct to 84.2 pence in line with January guidance
* Starts 150 mln stg restructuring plan
* CEO says FT not for sale
* Shares down 5.6 pct
By Sarah Young
LONDON, Feb 25 (Reuters) - British learning and media group Pearson warned earnings will stall this year as it launched a 150-million-pound ($228.99 million) overhaul to counter a tough advertising market and tighter educational budgets.
The group's new chief executive John Fallon, who took over from long-serving Majorie Scardino in January, said the plan will help deliver faster growth from 2015.
Shares in the owner of the world's biggest education technology business and the Financial Times (FT) newspaper, fell 5.5 percent to 1,148 pence, hitting their lowest level since June last year.
The group issued a rare downgrade to forecasts in January as sluggish advertising and weaker educational funding in developed markets squeezed its profits.
The weakening conditions come at a time of widespread change for the FTSE 100 company.
As well as welcoming a new boss, it is merging its Penguin book publisher with Random House, owned by Germany's Bertelsmann.
It also faces constant media speculation as to whether it will sell its FT Group, although this was denied by the new chief executive on Monday.
"The key feature of Pearson's 2012 results was the very weak guidance for 2013 and implied for 2014, which should lead to significant consensus downgrades," Liberum analyst Ian Whittaker said.
Pearson said full-year adjusted earnings per share fell 3 percent to 84.2 pence, in line with its January guidance, on revenue up 4 percent to 6.1 billion pounds.
FT NOT FOR SALE
Speculation that Pearson may sell the FT has increased, in part because Fallon has few ties to the newspaper industry. But he dismissed the rumours, calling the FT a valuable part of Pearson.
"I have said the business is not for sale, nor have we initiated, conducted, encouraged in any shape or form, any sort of process whatsoever, nor have I had any conversations with anybody about the sale of the FT," Fallon said on a call with reporters.
The FT also gives it a powerful brand in emerging markets, helping it sell its education products there, Fallon said.
Pearson said it has around 500 million pounds for acquisitions.
"With no need for cash, we believe a sale of the FT is unlikely," Liberum's Whittaker said.
Pearson said the reorganisation, which will cost 150 million pounds this year, but also deliver 50 million pounds of cost savings in 2013 and 100 million annually from 2014, will speed up the move to selling products and services digitally, instead of in print.
The emerging markets business, which aims to capture a rise in spending on education by a burgeoning and aspirational middle class, the digital business and the Penguin Random House deal will result in faster growth and will help improve margins from 2015, Pearson said.
The cost savings will be reinvested in the business and spent on further restructuring, Pearson said.
The company's entire educational supply chain will be affected by the restructuring, said Fallon, from product development, production sales, marketing, warehousing, distribution and customer services.
Some closures and job losses will result from the restructuring, Fallon added, declining to be drawn on how many.